PL^VEKOCH€¦ · promotions throughout the year. The Distributors may sell the Products at any...

P L ^ V E K O C H March 16. 2011

Mr. Daniel E. Sexton Department of Commerce 85 7' Place East, Suite 500 St. Paul, Minnesota 55101

Re:

.-5."- ;-• ' i

d/b/a]Matco Tools ("Mateo")

Beqes

MAR 1 7 2011

Dear Mr. Sexton:

Mateo has made a change to Item 8 of its FDD to correct a typo to the revenue information and a change to Item 19 to clarify one of the notes. Accordingly, enclosed are clean and redline pages for Mateo's FDD. Please replace these pages in your copies of the Mateo FDD.

Please contact me if you have any questions or comments.

Sincerely,

Plave Koch PLC

By: n ^:rsa^ Mark A. Kirsch

Via FedEx Enclosures PK 27694.2

Plave Koch PLC 12355 Sunrise Valley Drive, Suite 230

Reston, Virginia 20191-3492 United States of America

wvw.PlaveKoch.com

Mark A. Kirsch [email protected]

direct phone 703.774.1210 direct fax 703.774.1201

figure is the test or lab fee for the prospective distributor drug test, discussed in Item 5 above and the charge for document processing and filing as described in Item 5 above and Item 10 below. This estimate in this Item 7 is not an assurance that your Distributorship will be profitable. The estimated additional funds do not include any salarj or draw for you to pay personal living expenses. Since the cost of personal living expenses varies greatly among Distributors, Mateo does not include those expenses in its estimates for your initial investment. As part of your financial planning, you must take your personal living expenses into account during periods of insufficient cashflow.

(8) RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES

You are required to sell only Products approved in writing by Mateo. You must purchase the Products only from suppliers who have been approved in writing by Mateo. Currently, Mateo is the only approved supplier of Products. All Products purchased from Mateo are resalable items.

a. The Products are sold to you at a discount from recommended list price. The discounts from the recommended list price var\' from Product to Product, and may var>' throughout the year based on special incentives or other promotions. The weighted average discount for all Products prior to additional promotions and other discounts is currently approximately 35%. The weighted average discount reflects the total of all hems sold by Mateo as well as the varv'ing discounts from list price for different items.

b. Volume Payment to Terms ("VPTT") Bonus. If a Distributor pays Mateo for products within 14 days of the Mateo invoice on a consistent basis, the Distributor will receive a rebate. The Volume Payment to Terms Bonus is that rebate. The rebate is based on the Distributor's 6-week purchase average, and the rebate ranges from 3% to 5.25%. The average VPTT earned in 2010 was 1.93% of overall sales. (If you are not in compliance whh the requirement to purchase at least 80% of the National Distributor Purchase Average, the ratio of purchase average to sales average (both of which are discussed in Item 6 above), or other standards or requirements under the Distributorship Agreement or the Manuals, Mateo may modify the VPTT Bonus such that the Bonus will only apply if you pay for products within 7 days of receipt of the invoice.)

The purchase of initial inventor\ from Mateo constitutes a range of approximately 26% to 63% of the cost of the establishing the Distributorship. Purchases of the Products throughout the term of the Distributorship w ill constitute approximately 61% of the cost of operating the Distributorship.

Mateo w-ill derive income from the sale of the Products by charging you wholesale prices that exceed Mateo's costs of supplying the Products. In the fiscal year ended December 31, 2010, Mateo's total revenue from the sale of Products to its franchise distributors was $230,903,000, or 82.2% of Mateo's total revenue of $280,886,000, as reflected in Mateo's audited financial statements.

You are required to license, install, and utilize the MDBS Software (as described in Items 5 and 6 of this Disclosure Document) in your business. The software license fee amount is income to Mateo, and constitutes less than 1% of the cost of establishing the Distributorship, and less than 1% of the ongoing cost of operating the Distributorship. In the fiscal year ended December 31, 2010, Mateo's total revenue from software license fees and software maintenance charges received from its distributors was $778,212, or approximately 0.3% (three-tenths of one percent) of Mateo's total revenue.

As discussed in Item 5, when you sign the Distributorship Agreement, you must also sign the Mateo Web Page Agreement, which permhs you to establish a subpage on Mateo's website. You must pay Mateo a one-time web page set-up fee of $ 195. If you continue to utilize a subpage, and neither we nor you cancel the Web Page Agreement, you must pay Mateo an annual $195 maintenance fee. In fiscal year 2010, Mateo received $213,330 in web page fees (initial and maintenance fees) from franchisees. This amount w as less than one-tenth of one percent (0.1%) of Mateo's total revenue.

Maico FDD./PK 35575.II 16 3.n l.'l I

Chart 19-B Distributor Sales Margins - 2010

Presented below are the average sales margins for the 1,006 Distributors in 2010. The "average sales margins" data is segregated into the same groups as in Chart 19-A.

Mateo's 1,006 Distributors reported the following average sales margins in 2010:

Top 1/3 Middle 1/3 Bottom 1/3

37.3% of purchase price 37.4% of purchase price 34.9% of purchase price

No. of Distributors Above Average 243



No. of Distributors Below Average 93


No. of Distributors Below Average 13 0

The information in Chart 19-B is explained in Note 3 below^ Please read carefully all of the information in this Item 19, and all of the notes following the data, in conjunction with your review of the historical data.

Notes

1. The charts reflect the operating data for 1,006 Mateo Distributors in the United States that were in business for all of 2010, and that reported sales for at least 48 weeks during 2010. Mateo is not providing, and this chart does not reflect, information regarding Distributors who started during 2010, or those who left the system or stopped selling Mateo products during 2010. The three groupings of Distributors (Top 1/3, Middle 1/3 and Bottom 1/3) included 336 Distributors in the Top 1/3 group, 336 Distributors in the Middle 1/3 group, and 334 Distributors in the Bottom 1/3 group.

2. The terminology, "Average Total Completed Business." as used in Chart 19-A means the total cash or revenue a Distributor received during 2010 including sales tax collected, from the sale of all products and services. This includes revenue from the sale of Mateo Products and products acquired from third parties. The revenue received by the Distributors is comprised of cash sales. Time Payment collections from previous sales, credits received by the Distributor from the sale of PSA (Purchase Security Agreements, which are installment contracts; see Item 10 above), cash received based on monthly invoices and customers (usually products sold to a shop or business, and not an individual), and rebates based on timely payments for products (see note 3 below). The average is comprised by adding the total business for all Distributors in the group, and dividing that number by the number of Distributors in the group. This does not include any Volume Payment to Terms bonus, or rebate payments.

3. Chart 19-B: As discussed in Item 8 above, Mateo sells Products to Distributors at discounts from the recommended list price. And there are var>Mng discounts on different Products, as well as specials and promotions throughout the year. The Distributors may sell the Products at any price they choose. The "sales margin" is a percentage that reflects the difference between the Distributor's selling price for a Product and the price the Distributor paid for the Product. For example, if a Distributor paid $65 for a Product and sold it for SlOO, the sales margin would be 35% ($100-$65 = $35: S35 divided by $100 = 35%.) The ' average sales margin" was calculated in MDBS for each Distributor based on the Distributor's purchases and sales of

Mateo FDD.TKj5575.il 38 3/11/11

Products in 2010. The data in Chart 19-B reflects the average sales margins for all Distributors in the sample, segregated by thirds as in Chart 19-A. Each grouping of a third of the Distributors is an average for the Distributors in that specific group (Top 1/3, Middle 1/3 and Bottom 1/3).

4. The data in the charts is obtained from the Distributors through the MDBS system (see Item 11). As Distributors purchase products from Mateo, they also report on sales made and revenue received. A weekly sales report is generated if the Distributor places an order to purchase products in a given week. Therefore, the information in the chart is based solely on data received from the Distributors through MDBS. These figures have not been reviewed or audited by Mateo.

5. Substantiation of the data used in preparing the materials in these Item 19 charts will be made available to you upon reasonable request.

6. Actual results var\ from Mateo Distributorship to Mateo Distributorship. Your sales, revenue and income will be affected by a varietv' of factors, including your sales and marketing skills; your frequency of visits to actual and potential customers; efforts to collect on unpaid invoices or installment contracts; retail prices you charge for products; discounts you may offer; prevailing economic or market conditions; demographics; interest rates; your capitalization level; the amount and terms of any financing that you may secure; and your business and management skills.

7. Other than revenue figures above, the charts do not include any estimate of, or specific or historic data regarding, costs, expenses or debts that a Distributor has incurred, or may in the future incur. We cannot predict or project your costs and expenses. The following is a list of the types of expenses that a Mateo Distributor may incur:

• Labor costs, including payroll, taxes and benefits (which may include health and/or life insurance, vacation, and pension plan contributions) for you, the individual Distributor, or any employee.

• Cost of goods sold, which includes wholesale cost of products that may be offered.

• Truck costs, including lease or purchase payments, maintenance, gas, and similar costs.

• Insurance.

• Marketing and promotional costs.

The types of expenses, and the amount of costs and expenses, are likely to var\ from Mateo Distributor to Mateo Distributor and from list of calls to list of calls. These may not be all of the expenses that you may incur.

8. Prospective distributors should be aware that in evaluating a financial performance representation or an earnings claim that includes revenue or sales figures only, or does not include all costs of goods sold, operating expenses, and other expenses, that costs and expenses must be deducted from the gross revenue or gross sales figures to obtain net income or profit. This Item 19 financial performance representation does not include net income or profit.

9. The information in this Item 19 reflects the aggregate results of 1,006 Mateo Distributors. It is not a representation or guarantee that you will or may achieve any particular level of revenue, sales, or profits in the operation of your Distributorship. We cannot estimate or predict the results that you may experience as a distributor. You are strongly advised to conduct an independent investigation of this opportunity to evaluate the expected or potential costs and expenses you will incur as a Mateo Distributor. You should consult your attorney, accountant, and other professional advisors. Also, current and former Distributors listed in this Disclosure Document may be one source of information.

Mateo FDD./PK 35575.11 39 3/11/11

figure is the test or lab fee for the prospective distributor drug test, discussed in Item 5 above and the charge for document processing and filing as described in Item 5 above and Item 10 belov ^ This estimate in this Item 7 is not an assurance that your Distributorship will be profitable. The estimated additional funds do not include any salarv' or draw for you to pay personal living expenses. Since the cost of personal living expenses varies greatly among Distributors, Mateo does not include those expenses in its estimates for your initial investment. As part of your financial planning, you must take your personal living expenses into account during periods of insufficient cashflow.


You are required to sell only Products approved in writing by Mateo. You must purchase the Products only from suppliers who have been approved in writing by Mateo. Currently, Mateo is the only approved supplier of Products. All Products purchased from Mateo are resalable items.

a. The Products are sold to you at a discount from recommended list price. The discounts from the recommended list price var\' from Product to Product, and may varv' throughout the year based on special incentives or other promotions. The weighted average discount for all Products prior to additional promotions and other discounts is currently approximately 35%. The weighted average discount reflects the total of all items sold by Mateo as w ell as the vary-ing discounts from list price for different items.

b. Volume Payment to Terms ("VPTT") Bonus. If a Distributor pays Mateo for products within 14 days of the Mateo invoice on a consistent basis, the Distributor will receive a rebate. The Volume Payment to Terms Bonus is that rebate. The rebate is based on the Distributor's 6-week purchase average, and the rebate ranges from 3% to 5.25%. The average VPTT earned in 2010 was 1.93% of overall sales. (If you are not in compliance vvith the requirement to purchase at least 80% of the National Distributor Purchase Average, the ratio of purchase average to sales average (both of which are discussed in Item 6 above), or other standards or requirements under the Distributorship Agreement or the Manuals, Mateo may modify the VPTT Bonus such that the Bonus will only apply if you pay for products within 7 days of receipt of the invoice.)

The purchase of initial inventor\ from Mateo constitutes a range of approximately 26% to 63% of the cost of the establishing the Distributorship. Purchases of the Products throughout the term of the Distributorship will constitute approximately 61% of the cost of operating the Distributorship.

Mateo will derive income from the sale of the Products by charging you wholesale prices that exceed Mateo's costs of supplying the Products. In the fiscal year ended December 31, 2010, Mateo's total revenue from the sale of Products to its franchise distributors was $23Q,903.Q0Q. or 82.2% of Mateo's total revenue of $280,886, 00, as reflected in Mateo's audited financial statements.

You are required to license, install, and utilize the MDBS Software (as described in hems 5 and 6 of this Disclosure Document) in your business. The software license fee amount is income to Mateo, and constitutes less than 1% of the cost of establishing the Distributorship, and less than 1% of the ongoing cost of operating the Distributorship. In the fiscal year ended December 31, 2010, Mateo's total revenue from software license fees and softvt are maintenance charges received from its distributors was $778,212, or approximately 0.3% (three-tenths of one percent) of Mateo's total revenue.

As discussed in Item 5, w hen you sign the Distributorship Agreement, you must also sign the Mateo Web Page Agreement, which permits you to establish a subpage on Mateo's website. You must pay Mateo a one-time w eb page set-up fee of $195. If you continue to utilize a subpage, and neither we nor you cancel the Web Page Agreement, you must pay Mateo an annual $195 maintenance fee. In fiscal year 2010, Mateo received $213,330 in web page fees (initial and maintenance fees) from franchisees. This amount was less than one-tenth of one percent (0.1%) of Mateo's total revenue.

Mateo FDD/PK 35575.11 16 3/11/11


Presented below are the average sales margins for the 1,006 Distributors in 2010. The "average sales margins" data is segregated into the same groups as in Chart 19-A.

Mateo's 1,006 Distributors reported the following average sales margins in 2010:


37.3% of purchase price 37.4% of purchase price 34.9% of purchase price







The information in Chart 19-B is explained in Note 3 below. Please read carefully all of the information in this Item 19, and all of the notes following the data, in conjunction with your review of the historical data.

Notes

1. The charts reflect the operating data for 1,006 Mateo Distributors in the United States that were in business for all of 2010, and that reported sales for at least 48 weeks during 2010. Mateo is not providing, and this chart does not reflect, information regarding Distributors who started during 2010, or those who left the system or stopped selling Mateo products during 2010. The three groupings of Distributors (Top 1/3, Middle 1/3 and Bottom 1/3) included 336 Distributors in the Top 1/3 group, 336 Distributors in the Middle 1/3 group, and 334 Distributors in the Bottom 1/3 group.

2. The terminology, ''Average Total Completed Business." as used in Chart 19-A means the total cash or revenue a Distributor received during 2010 including sales tax collected, from the sale of all products and services. This includes revenue from the sale of Mateo Products and products acquired from third parties. The revenue received by the Distributors is comprised of cash sales. Time Payment collections from previous sales, credits received by the Distributor from the sale of PSA (Purchase Security Agreements, which are installment contracts; see Item 10 above), cash received based on monthly invoices and customers (usually products sold to a shop or business, and not an individual), and rebates based on timely payments for products (see note 3 below). The average is comprised by adding the total business for all Distributors in the group, and dividing that number by the number of Distributors in the group. This does not include any Volume Payment to Terms bonus, or rebate payments.

3. Chart 19-B: As discussed in Item 8 above, Mateo sells Products to Distributors at discounts from the recommended list price. And there are varv'ing discounts on different Products, as well as specials and promotions throughout the year. The Distributors may sell the Products at any price they choose. The "sales margin" is a percentage that reflects the difference betw-een the Distributor's selling price for a Product and the price the Distributor paid for the Product. For example, if a Distributor paid 5 4 0 ^ for a Product and sold it for $44#1QQ, the sales margin would be 35% ($4^JLQQ-$4^06i = $35; $35 divided by SlOO = 35%.) The "average sales margin" was calculated bv-iaAlDBS-fQiLeach Distributor by adding all of the distributors sales

Mateo FDD./PK 35575.1 1 3/11/11

margins for all sales in 2010. and dividing that num ber by-the total number of sales made based_QiL-th£ Distributor's purchases and sales of Products in 2010. The data in Chart 19-B reflects the average sales margins for all Distributors in the sample, segregated by thirds as in Chart 19-A. Each grouping of a third of the Distributors is an average for the Distributors in that specific group (Top 1/3, Middle 1/3 and Bottom 1/3).


5. Substantiation of the data used in preparing the materials in these Item 19 charts will be made available to you upon reasonable request.

6. Actual results var\ from Mateo Distributorship to Mateo Distributorship. Your sales, revenue and income will be affected by a varietv' of factors, including your sales and marketing skills; your frequency of visits to actual and potential customers; efforts to collect on unpaid invoices or installment contracts; retail prices you charge for products; discounts you may offer; prevailing economic or market conditions; demographics; interest rates; your capitalization level: the amount and terms of any financing that you may secure; and your business and management skills.

7. Other than revenue figures above, the charts do not include any estimate of, or specific or historic data regarding, costs, expenses or debts that a Distributor has incurred, or may in the future incur. We cannot predict or project your costs and expenses. The following is a list of the types of expenses that a Mateo Distributor may incur:

• Labor costs, including payroll, ta.xes and benefits (which may include health and/or life insurance, vacation, and pension plan contributions) for you, the individual Distributor, or any employee.


• Truck costs, including lease or purchase payments, maintenance, gas, and similar costs.

• Insurance.


The t> pes of expenses, and the amount of costs and expenses, are likely to var>' from Mateo Distributor to Mateo Distributor and from list of calls to list of calls. These may not be all of the expenses that you may incur.

8. Prospective distributors should be aware that in evaluating a financial performance representation or an earnings claim that includes revenue or sales figures only, or does not include all costs of goods sold, operating expenses, and other expenses, that costs and expenses must be deducted from the gross revenue or gross sales figures to obtain net income or profit. This Item 19 financial performance representation does not include net income or profit.

9. The information in this Item 19 reflects the aggregate results of 1,006 Mateo Distributors. It is not a representation or guarantee that you will or may achieve any particular level of revenue, sales, or profits in the operation of your Distributorship. We cannot esrimate or predict the results that you may experience as a distributor. You are strongly advised to conduct an independent investigation of this opportunity to evaluate the expected or potential costs and expenses you will incur as a Mateo Distributor. You should consuU your attorney, accountant, and other professional advisors. Also, current and former Distributors listed in this Disclosure Document mav be one source of information.

Mateo FDD./PK 35575.11 39 3/11/11

MINNESOTA D E P A R T M E N T OF

COMMERCE

85 7th Place East, Suite 500 St. Paul, Minnesota 55101-2198

www.commerce.state.mn.us

651.296.4026 FAX 651.297.1959 An equal opportunity employer

March 14, 2011

MARK KIRSCH PLAVE KOCH PLC 12355 SUNRISE VALLEY DRIVE SUITE 230 RESTON, VA 20191

Re: F-2705 NMTC INC

MATCO DISTRIBUTORSHIP AGREEMENT

Dear Mr. Kirsch:

The Annual Report has been reviewed and is in compliance with Minnesota Statute Chapter 80C and Minnesota Rules Chapter 2860. .

This means that there continues to be an effective registration statement on file and that the franchisor may offer and sell the above-referenced franchise in Minnesota.

The franchisor is not required to escrow franchise fees, post a Franchise Surety Bond or defer receipt of franchise fees during this registration period.

As a reminder, the next annual report is due within 120 days after the franchisor's fiscal year end, which is December 31, 2011.

Sincerely,

MIKE ROTHMAN Commissioner

By:

Daniel Sexton Commerce Analyst Supervisor Registration Division (651)296-4520

MR:DES:dlw

F-2705

STATE OF MINNESOTA

DEPARTMENT OF COMMERCE

REGISTRATION DIVISION

(651) 296-4520

IN THE MATTER OF THE REGISTRATION OF:

MATCO DISTRIBUTORSHIP AGREEMENT

By NMTC INC

ORDER AMENDING

REGISTRATION

WHEREAS, an a p p l i c a t i o n t o amend the r e g i s t r a t i o n and

amendment fee have been f i l e d ,

IT IS HEREBY ORDERED t h a t the r e g i s t r a t i o n dated

March 25, 1993, i s amended as of the date s e t f o r t h below.

MIKE ROTHMAN

Commissioner

Department of Commerce

85 7th P l a c e E a s t , S u i t e 500

St P a u l , MN 55101

Date: March 14, 2011

UNIFORM FRANCHISE REGISTRATIO^^PPHQA^ MAR ] J ^fl/J

File N o / ^ F-2705 J / t c v S ( J i ^ V^Insert^je^ltjmber of immediately "

preceding filing of Applicant)

State: Minnesota Fee: $300.00

APPLICATION FOR (Check only one): INITIAL REGISTRATION OF AN OFFER AND SALE OF FRANCHISES

X RENEWAL APPLICATION OR ANNUAL REPORT PRE-EFFECTIVE AMENDMENT POST-EFFECTIVE MATERIAL AMENDMENT

1. Full legal name of Franchisor: NMTC, Inc. d/b/a Mateo Tools

2. Name of the franchise offering: "NMTC, Inc. d/b/a Mateo Tools;" "Mateo Tools;" "Mateo"

3. Franchisor's principal business address: 4403 Allen Road Stow, Ohio 44224

4. Name and address of Franchisor's agent in this State authorized to receive service of process: Commissioner of Commerce 85 7th Place East, Suite 500 St. Paul, Minnesota 551015

5. The states in which this application is or will be shortly on file: California, Florida, Hawaii, Illinois, Indiana, Kentucky, Maryland, Michigan, Minnesota, Nebraska, New York, North Dakota, Rhode Island, South Dakota, Texas, Utah, Virginia, Washington, Wisconsin

6. Name, address, telephone and facsimile numbers, and e-mail address of person to whom communications regarding this application should be directed: Mark A. Kirsch, Esq. Plave Koch PLC 12355 Sunrise Valley Drive, Suite 230 Reston, Virginia 20191 703.774.1210 (direct phone) 703.774.1201 (fax) [email protected] (E-mail) ^ / ^ / /

PK 35283.1 - NMTC, Inc. dVa Mateo Tools M N

g<j PLAVEKOCH MAR 1 0 2011

Mr. Daniel E. Sexton Department of Commerce 85 7"' Place East, Suite 500 St. Paul, Minnesota 55101

Re: NMTC, Inc. d/b/a Mateo Tools {"Mateo") File F-2705 Minnesota Franchises Law Application for Renewal of Franchise Registration

Dear Mr. Sexton:

Enclosed please find an application for renewal of franchise registration submitted on behalf of Mateo to offer and sell distributorships in the State of Minnesota.

The application consists of a check for S300.00 made payable to the "Minnesota Department of Commerce" for the requisite filing fee and the following items:

1. Facing Page.

2. Franchisor's Costs and Source of Funds Form.

3. Franchise Seller Disclosure Form for each individual to be engaged in the offer or sale of distributorships in Minnesota.

4. Certification Page.

5- Uniform Consent to Service of Process Form.

6. Corporate Acknowledgment.

7. One copy of a signed Consent of Accountants.

8. One copy of Mateo's franchise disclosure document, including all required financial statements and agreements.

9. One copy of Mateo's franchise disclosure document, which has been redlined to indicate new or revised information.

Plave Koch PLC 12355 Sunrise Valley Drive, Suite 230

Reston, Virginia 20191-3492 United States of America

wvw-PjaveKoch.coni

Mark A. Kirsch [email protected]

direct phone 703.774.1210 direct fax 70Z.774.^20^

DVI PLAVEKOCH MAR 1 0 2011 rAN ^^-^^

Mr. Daniel E. Sexton Page 2

Please contact me if you have any questions or comments on the enclosed application. Otherwise, we would appreciate receiving notification of renewal of franchise registration.

Sincerely,

Plave Koch PLC

ark A. KirscH

Via FedEx Enclosures PK 35409.1

CERTIFICATION

I certify and swear under penalty of law that I have read and know the contents of this application, including the Franchise Disclosure Document with an issuance date of / / A / Z cjf / / 2011 attached as an exhibit, and that all material facts stated in all those documents are accurate and those documents do not contain any material omissions. I further certify that I am duly authorized to make this certification on behalf of the Franchisor and that 1 do so upon my personal knowledge.

Signed at ^ T O U J , O^ / t on / I l d A ^ J n ^ , 2011.

NMTC, Inc. dib)Jar|VIatco Tools

By:

itco Tools A . ^

Print Name and Title: ô/fjil / / . / / / u - T^^JiSÂît

STATE OF OHIO ) ) NMTC, Inc. d/b/a Mateo Tools

COUNTY OF SUMMIT )

Personally appeared before me this ^ d a y of ) O l ( 2 y L c J ^ 2011, the above-named

, to me known to be the person who executed the foregoing

application (as of the above-named applicant) and, being first duly sworn,

state upon oath that said application, and all exhibits submitted herewith, are true and correct.

Notary Public: (NOTARIAL SEAL)

My Commission ^ . . . . Expires: / ^/ / T

PK 35283.1 - N.MTC. Inc. d% a Mateo Tools / MN

UNIFORM FRANCHISE CONSENT TO SERVICE OF PROCESS

NMTC, Inc. d/b/a Mateo Tools, a corporation organized under the laws of the state of Delaware (the "Franchisor"), irrevocably appoints the officers of the States designated below and their successors in those offices, its attorney in those States for service of notice, process or pleading in an aerion or proceeding against it arising out of or in connection with the sale of franchises, or a violation of the franchise laws of that State, and consents that an action or proceeding against it may be commenced in a court of competent jurisdicrion and proper venue within that State by ser\'iee of process upon this officer with the same effect as if the undersigned was organized or created under the laws of that State and had lawfully been served with process in that State. We have checked below each state in which this application is or will be shortly on file, and provided a duplicate original bearing an original signature to each state.

California: Commissioner of Corporations

Hawaii: Commissioner of Securities

Illinois: Attorney General

Indiana: Secretary of State

Maryland: Securities Commissioner

X Minnesota: Commissioner of Commerce

New York: Secretary of State

North Dakota: Securities Commissioner

Rhode Island: Director, Department of Business Regulation

South Dakota: Director of the Division of Securities

Virginia: Clerk, Virginia State Corporation Commission

Washington: Director of Financial Institutions

Wisconsin: Administrator, Division of Securities, Department of Financial Institution

Please mail or send a copy of any notice, process or pleading served under this consent to:

N M T C , Inc. d/b/a Mateo Tools 4403 Allen Road

Stow, Ohio 44224

Dated: f1/\CL'^cM V ,2011.

NMTC, Inc. d/b/a Mateo Tools

By:

Print Name and Title: T^oftAf. /4. /^/u. '7xeALui?^/2

PK 35283.1 - NMTC. Inc. A'h^a Mateo Tools / MN

CORPORATE ACKNOWLEDGMENT

STATE OF OHIO ) ) NMTC, Inc. d/b/a Mateo Tools

COUNTY OF SUMMIT )

Personally appeared before me this day of m a ^ i , ( 2 J n 2011, the above-named

_, to me known to be the person who executed the foregoing application

(as /'-t^/^ of the above-named applicant) and, being first duly sworn, state upon

oath that said application, and all exhibits submitted herewith, are true and correct.

Notary Public: (NOTARIAL SEAL) ^

My Commission Q ^ / / - / (/ Expires: ' ' / ^ f

PK 35283.i - NMTC, Inc. d%'a Maico Tools.MN

NMTC, INC. d/b/a MATCO TOOLS

FRANCHISOR'S COSTS AND SOURCE OF FUNDS

1. Disclose franchisor's total costs for performing its pre-opening obligations to provide goods or services in connection with establishing each franchise, including real estate, improvements, equipment, inventory, training and other items stated in the offering.

Category Costs

Real Estate None Improvements None Equipment None Inventory None Training $6,926 Other (describe) None

Totals $6,926

2. State separately the sources of all required funds: General fund allocated to training budget.

PK 14096.1/Matco Tools/Franchisors Costs and Source of Funds form

Acknowledgement of Independent Auditors

We agree to the inclusion in the Franchise Disclosure Document issued by NMTC, Inc. ("Franchisor") of our report, dated March 9, 2011, with respect to the financial statements of Franchisor as of December 31, 2010 and 2009 and forthe three years in the period ended December 31, 2010.

Baltimore, Maryland March 9, 2011

FRANCHISE DISCLOSURE DOCUMENT

NMTC, INC. d^/a MATCO TOOLS 4403 Allen Road Stow, OH 44224 (330) 929-4949

ddev'elop{fl ;matcotools.com (email inquiries) www.matcotools.com

This Disclosure Document provides information regarding the operation of a Mateo distributorship. Mateo is a manufacturer and distributor of professional quality mechanics' tools and service equipment (the "Products"). If you enter into a Distributorship Agreement with Mateo, you will purchase, resell, and service the Products, which currently consist of more than 15,000 items, as a mobile distributor under the Mateo System.

The total investment necessary to begin operation of a Mateo Distributorship ranges from S79.92682.376 to 54-8- 7 467191.819. This includes the following payments to Mateo: approximately 550,000 to 560,000 for the minimal inventor '; $18,000 for the Time Payment Reser\'e Account; $799 for the initial software license fee; 5400 for the software support and maintenance fee; aj*d-S195 for the webpage set-up fee; and 599 for a document processing fee; .but there is no initial franchise fee that must be paid to Mateo or an affiliate.

This disclosure document Disclosure Document summarizes certain provisions of your distributorship agreement and other information in plain English. Read this di-iclo&uie documomDisclosure Document and all accompanying agreements careftilly. You must receive this disclosure docnmeuiDiselosiire Document at least 14 calendar-days before you sign a binding agreement with, or make any payment to, the franchisor or an affiliate in connection with the proposed franchise sale or grant. Note, however, that no governmental agency has verified the information contained in this document.

You may wish to receive your Disclosure Document in another format that is more convenient for you. To discuss the availability of disclosures in different formats, contact Mateo's National Franchise Sales Department at 4403 Allen Road, Stow, OH 44224; phone: 330-929-4949.

The terms of your contract will govern your franchise relationship. Don't rely on the Disclosure Document alone to understand your contract. Read all of your contract carefully. Show your contract and this Disclosure Document to an advisor, like a lawyer or an accountant.

Buying a franchise is a complex investment. The information in this Disclosure Document can help you make up your mind. More information on franchising, such as "A Consumer's Guide to Buying a Franchise," which can help you understand how to use this Disclosure Document, is available from the Federal Trade Commission. You can contact the FTC at 1-877-FTCHELP or by writing to the FTC at 600 Pennsylvania Avenue, NW., Washington, D.C. 20580. You can also visit the FTC's home page at www.ftc.gov for additional information. Call your state agency or visit your public library for other sources of information on franchising.

There may also be laws on franchising in your state. Ask your state agencies about them

ISSUANCE DATE: March 11 2011

© Copyright a m i Q W . NMTC, Inc. d/b/a Mateo Tools

Mateo FDD/PK 2^^&^iiiISJ_L 3/ 4 041101

STATE COVER PAGE

Your state may have a franchise law- that requires a franchisor to register or file with a state franchise administrator before offering or selling in your state. REGISTRATION OF A FRANCHISE BY A STATE DOES NOT MEAN THAT THE STATE RECOMMENDS THE FRANCHISE OR HAS VERIFIED THE INFORMATION IN THIS DISCLOSURE DOCUMENT.

Call the state franchise administrator listed in Appendix F for information about the franchisor, about other franchisors, or about franchising in your state.

MANY FRANCHISE AGREEMENTS DO NOT ALLOW YOU TO RENEW UNCONDITIONALLY AFTER THE INITIAL TERM EXPIRES. YOU M A Y HAVE TO SIGN A NEW AGREEMENT WITH DIFFERENT TERMS AND CONDITIONS IN ORDER TO C O X T E ^ ^ E J Q OPERATE YOUR BUSINESS. BEFORE YOU BUY, CONSIDER WHAT RIGHTS YOU HAVE TO RENEW YOUR FRANCHISE, IF ANY, AND WHAT TERMS YOU MIGHT HAVE TO ACCEPT IN ORDER TO RENEW.

Please consider the followdng RISK FACTORS before you buy this franchise:

* 1. THE DISTRIBUTORSHIP AGREEMENT REQUIRES YOU TO RESOLVE DISPUTES WITH US BY ARBITRATION ONLY IN THE STATE OF OHIO. OUT OF STATE LITIGATION OR ARBITRATION M A Y FORCE YOU TO ACCEPT A LESS FAVORABLE SETTLEMENT FOR DISPUTES. IT M A Y ALSO COST YOU MORE TO SUE OR ARBITRATE WITH MATCO IN OHIO THAN IN YOUR HOME STATE.

*2. THE DISTRIBUTORSHIP AGREEMENT STATES THAT OHIO LAW^ GOVERNS THE AGREEMENT, AND THIS LAW M A Y NOT PROVIDE THE SAME PROTECTIONS ANT) BENEFITS AS LOCAL LAW. YOU M A Y WANT TO COMPARE THESE LAWS.

3. THERE MAY BE OTHER RISKS CONCERNING THIS FRANCHISE.

""State laws may supersede these distributorship agreement provisions. Certain states require the superseding provisions to appear in an addendum to this disclosure document (See Appendix H).

We use the ser\aces of one or more FRANCHISE BROKERS or referral sources to assist us in selling our franchises. A franchise broker or referral source represents us, not you. We pay this person a fee for selling our franchise or referring you to us. You should be sure to do your own investigation of the franchise.

Effective Date: See next page for state effective dates.

© Copyright 3Wi2aU, NMTC, Inc. d/Va Mateo Tools

I Mateo FDD/PKi^4U>-A^i55'!5A] ViSj^wm

STATE EFFECTIVE DATES

The effective dates of this Franchise Disclosure Document in the states listed below are:

STATE EFFECTIVE DATE

CALIFORNIA November 24,mm20\l

FLORIDA February 3,50402011

HAWAII April 15, 2010. -M amendt d May M , 2010

ILLINOIS March 29. 201011.2011

INDIANA March 29. 201011.2011

M A R Y L A N D .\prii 7,2010

MICHIGAN March 29. 201031. 2011

MINNESOTA March 30, 2010

NEW Y O R K March 29. 201011.2011

NORTH DAKOTA March 29, 2010

RHODE ISLAND Apnl Kj . 2010

SOUTH DAKOTA , Mnrch 29. 2010

UTAH January 20,4O4O2011

VIRGINIA •April 8, 2010

WASHINGTON April 2.2010

WISCONSIN March 29, 2010

1 Mateo FDD/PK i^^^(^i5515.] I V m ^ i \'] I

Mateo® Tools


INDEX

ITEM DESCRIPTION PAGE

(1) THE FRANCHISOR AND A N Y PARENTS, PREDECESSORS, AND AFFILIATES 1

(2) BUSINESS EXPERIENCE 3 (3) LITIGATION 5 (4) BANKRUPTCY 8 (5) INITIAL FEES 8 (6) OTHER FEES 11 (7) ESTIMATED INITIAL INVESTMENT 13 (8) RESTRICTIONS ON SOURCES OF PRODUCTS AND SERVICES 16 (9) FRANCHISEE'S OBLIGATIONS 18 (10) FINANCING 19 (11) FRANCHISOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS,

AND TRAINING 24 (12) TERRITORY 30 (13) TRADEMARKS 32 (14) PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION 33 (15) OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE

FRANCHISE BUSINESS 34 (16) RESTRICTIONS ON WHAT THE FRANCHISEE M A Y SELL 34 (17) RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION 35 (18) PUBLIC FIGURES 38 (19) FINANCIAL PERFORMANCE REPRESENTATIONS 38 (20) OUTLETS AND FRANCHISEE INFORMATION 41 (21) FINANCIAL STATEMENTS 56 (22) CONTRACTS 56 (23) RECEIPTS 57

APPENDICES

Appendix A: Financial Statements Appendix B: Active Distributors Appendix C: Terminated Distributors Appendix D: Distributorship Agreement Appendix E: Distributor Disclosure Questionnaire Appendix F: State Agency Exhibit Appendix G: Agents for Service of Process Appendix H: State-specific Disclosures and State Agreement Amendments Appendix I: Mateo Distributor Consent to Alcohol and Drug Testing Form Appendix J: Mutual Release Agreement

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(1) THE FRANCHISOR AND ANY PARENTS, PREDECESSORS, AND AFFILIATES

Mateo and Its Predecessors

NMTC, Inc. d/'b/a Mateo Tools ('"Mateo") is a Delaware corporation, incorporated on January 12, 1993, with its principal office at 4403 Allen Road, Stow, Ohio 44224, telephone number (330) 929-4949. References to "you" in this Disclosure Document mean the person(s), corporation, partnership or other entity purchasing a Mateo Tools Distributorship. Mateo is a wholly-owned subsidiary of Mateo Tools Corporarion ("MTC"), and operates as an indirect wholly-owned subsidiary of Danaher Corporation ("Danaher"). MTC is Mateo's parent company. MTC is a New Jersey corporation with its principal office at 4403 Allen Road, Stow, Ohio 44224. Danaher is a Delaware corporation, with its principal place of business at 20992200 Pennsylvania Avenue; NW, Suite 4aOO80_O\V. Washington, D.C, 20006C 20037-1701. Mateo does business under the name "NMTC, Inc. d/b/a Mateo Tools," "Mateo Tools," and "Mateo," and under no other names. Mateo's agent for service of process in this state is disclosed on Appendix H and/or on the acknowledgement of receipt pages which are the last pages in this Uniform Franchise Disclosure Document.

Mateo is a manufacturer and distributor of professional quality tools, tool boxes, and service equipment. Mateo has developed a distinctive business system (the "System") reladng to the establishment and operarion of Mateo mobile distributorships which sell tools, tool boxes, service equipment, and other goods and services, including, for example, apparel, model cars and other collectible items, and consumables (such as mechanic's hand soaps), and such other items that Mateo may in its sole discretion offer (collectively, the "Products"). Mateo mobile distributors offer and sell Products to professional mechanics and other businesses which operate from a single location and purchase tools for their own use. The Products currently consist of more than 15,000 items, many of which are manufacmred by or for Mateo, and are distributed by Mateo and sold to our distributor network. The System is identified by means of certain trade names, service marks, trademarks, logos and emblems, including the marks "MATCO®" and "MATCO® TOOLS" (the "Marks").

MTC began offering distributorships in 1979, and since then MTC and Mateo (beginning in 1993) have sold the majority' of the Products through independent distributors throughout the United States. As of December 31, 20092Q10. there were 1,442418 independent distributors selling MATCO® Products in the United States. The distributorship agreement offered and described in this Disclosure Document differs from agreements Mateo entered into with its distributors before 1993, in that the current distributorship agreement provides for additional duties and obligations for both parties.

Mateo also sells the Products through commercial sales representatives to businesses and educarional institutions including students with central purchasing operations, multiple locations, state, local and federal agencies and/or to other commercial account customers who generally purchase tools for their own use. In 204^2010, these sales accounted for approximately ^ ^ . 9 % of Mateo's revenues. Prior to December 31, 2005, Mateo operated distributorships, but Mateo did not operate any distributorships in 2006 through 2009. Beginning in 2010, and as of MfH' jh-4-5 Deeernbcr 31, 2010, Mateo operates distributorships. Mateo may also employ persons or utilize independent manufacturers' representatives and specialized resellers to make sales calls and to support customers in specific market segments. Mateo also uses export distributors and agents to promote its products in locations outside of the United States.

Mateo has offered franehised distributorships since 1993. Other than as indicated in this Disclosure Document, Mateo (or prior to February 1993, its predecessor MTC) has not offered distributorship agreements, fi-anchises, or business opportunities in any other line of business. Mateo is not engaged in any business other than the manufacture, distribution, sale and servicing of tools and equipment as described in this Disclosure Document. Mateo's affiliates have not offered franchises similar to the distributorship described in this Disclosure Document or in any other lines of business.

MTC is a predecessor of Mateo. MTC was formerly known as Mac Allied Tools Corporation ("Mac Allied"), an Ohio corporation, incorporated in September 1946. Mac Allied changed its name to Mateo Tools

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Corporation in August 1978, and in April 1981, Mateo Tools Corporation was acquired by and became a wholly-owned subsidiary of Chicago Pneumatic Tool Company ("CP"), a New Jersey Corporation. Mateo Tools Corporation was merged in July 1984 into a sister company of CP, The Jacobs Manufacmring Company ("Jacobs"), a New Jersey corporation, incorporated in July 1953, and became known as "Mateo Tools, a Division of The Jacobs Manufacturing Company." In June 1986, Danaher purchased CP and later sold it in June 1987, retaining Jacobs, including its Mateo Tools Division. Jacobs' name was changed to Mateo Tools Corporation in November 1991, and the other divisions within Jacobs were established as separate operating companies. In January 1993, Danaher formed NMTC, Inc., which acquired a substantial portion of the assets of MTC, including the existing distributorship agreements of MTC.

Danaher is involved in various businesses, including the tool, automotive and environmental process control markets, as well as medical, water treatment test and fuel dispensing equipment. Through various subsidiary companies, Danaher manufactures and sells such major brand names as Allen® wrenches and tools, Jacobs® Chucks, Ammco® brake lathes. Coats® tire changers and equipment. Fluke® multimeters, Bada® wheel weights, Radiometer® and Gendex® medical diagnosfics, Hach® and Lange® water test and measurement equipment, Gilbareo®/Veeder Root® fuel dispensing and test and measurement equipment, KAVO® and Pelton & Crane® dental technologies, Leica Microsystems® medical technologies, Sybron® dental consumables, asti-Techtronix® test and measurement technologies. AB Seicx® mass speelromeu-v technolflgy, and Keithley Instruments® electronic test and measurement instruments and systems.

In 2005, Mateo Tools Canada ("Matco-Canada"), a limited partnership organized under the laws of the Province of Ontario, Canada, began offering Mateo Tools franehised distributorships in Canada. Matco-Canada does not operate Mateo distributorships, and has not offered franchises in any other line of business. The general partner of Matco-Canada, NMTC Partners Inc., is a wholly-owned subsidiar>' of Mateo. Mateo-Canada's principal business address is 4 Robert Speck Parkway, Suite 1600, Mississauga, Ontario, Canada L4Z1S1.

The Distributorship Rights Offered

Mateo offers you the right to enter into a distributorship agreement (the "Distributorship Agreement"), which grants you the right to purchase, resell, and service the Products as a mobile distributor under the System (the "Distributorship"). A Distributorship is a business which operates principally from a vehicle, purchases the Products from Mateo, and sells the Products to retail customers. These retail customers are typically individual mechanics, or businesses that operate from a single locafion, and who generally purchase the Products for their own use. You must operate the Distributorship only at the locations identified as potential stops along your proposed route (the "List of Calls") and identified in the list of potential customers (the "Potential Customer List"). The List of Calls and Potential Customer List will be attached to the Distributorship Agreement.

In addition to the Distributorships, Mateo also sells the Products through its Commercial Sales Department. The Commercial Sales Department generally sells tools to companies, insurance replacement companies, government agencies, or other entities or businesses that purchase tools for their internal use. The tools are not generally the personal property of the mechanics employed by such companies. Generally, the prospective purchasers from the Commercial Sales Department are companies, insurance replacement companies, goverrmient agencies, and similar entities that may purchase tools from other national tool companies, or factory and warehouse distributors, but not from individual distributors. Mateo also serves the vocational school marketplace through a direct sales program. Products are sold to technical schools or n-aining facilities, and/or directly to the individuals attending such schools or facilities. Products sold to full-time smdents and schools may be discounted in order to remain competitive. Commercial sales customers also may include auto and truck dealerships that participate in dealer equipment ser\aee or sales programs operated in conjunction with original equipment manufacturer (or "OEM") relationships. OEM programs may include tool storage, shop equipment and other products normally purchased by the business at national account discounts. Mateo may from time to time develop coupon or ineenUve programs with various national accounts or manufacturers.

Mateo FDD/PK 3-"C^.tiii^TiLIL 2 3 / ^ a ^ l l / l l

Several other tool suppUers may compete for these accounts, and pricing is very competitive and significantly below list price. This generally prevents a single distributor from being competitive in such markets. Mateo presently has a distributor commission program which permits its distributors to join forces with Mateo to assist in closing sales to accounts where a single distributor working alone would be unable to do so. This program provides an opportunity for you to receive a commission on industrial account sales and'or vocational school sales closed by Mateo, with your assistance, with a business identified on your List of Calls. Commissions will consist of a credit posted to the Distributor's Open Purchase Account on products or ser\-ices delivered to a loearion on the List of Calls. Commissions are not based on the Billing or Administrative Office address of the industrial account purchaser. The Distributor may be required to provide service to technicians, students or instructors, and on products delivered to the location in order to receive commissions. The actual ser\'iee schedule will be determined by the business^ government agency, or school during the sales process. Service requirements may include unpacking and set-up of the initial and^or on-going orders, warranty service, and/or participation in tool shows or seminars. The Commercial Sales Commission Program (which may include vocational sales) may change during the term of your Disnibutorship. The Distributor must be registered in the system as the "servicing distributor," and actively promote the sales, in order to receive commissions on any commercial or vocational sales.

A Distributorship generally competes with mobile tool vendors who sell to professional mechanics and are associated with national tool companies other than Mateo. Other sources of competition include independent mobile tool vendors who are not associated with a narional tool company, local automotive tool and equipment warehouses, local automotive parts stores, local department and hardware store chains and mail order catalogs. Your List of Calls and Potential Customer List may already be serv'ed by competitive tool vendors.

To operate the Distributorship, you will have to comply with various state and local laws such as those relating to driver's licensing, vehicle licensing, vendor licensing, and automobile insurance requirements^...zoning restrictions as well as parking, vehicle weight limitations and any applicable hazardous material transportation and pollution laws. In some states, a physical examination may be required to obtain a license to drive a commercial vehicle. There may be federal license or motor carrier regulations that apply to you, and these may include compliance with drug or substance abuse testing rules. (As noted in Item 5 below, Mateo reguires that a prospective franchisee undergo and pass a drug and alcohol test before Mateo will gram_a distributorship.) Most states require liability insurance coverage for both the driver and vehicle. Insurabihty and insurance rates will generally be dependent upon your past driving record. There may be other laws applicable to your business including those relating to home-based business or the credit you grant, and.MatCQ urges you to make inquires about these laws.

The information in this Disclosure Document is current as of the date indicated as the Issuance Date on the cover of this Disclosure Document.

(2) BUSINESS EXPERIENCE

Robert S. Lutz. Vice President and Director

Since July 2004, Mr. Lutz has been a Vice President and Director of Mateo. Mr. Lutz joined Danaher Corporation in July 2002 in the position of Vice President-Audit and Reporting and was appointed Vice President-Chief Accounting Officer in March 2003. He was appointed Senior Vice President-Chief Accounting Officer in March 2010.

Thomas N . Willis, President

Mr. Willis has been the President of Mateo since May 1996. Mr. Willis was General Manager of GE-Jiabao Lighting Co., Ltd. in Shanghai, China from October 1995 until May 1996, and he was General Manager, GE Automotive Lighting for GE Co. in Cleveland, Ohio from October 1988 through October 1995.

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Frank T. McFaden. Vice President, Assistant Treasurer, and Director

Mr. McFaden has been a Vice President, Assistant Treasurer and Director of Mateo since May 2005. He has also been a Vice President and Treasurer of Danaher Corporation in Washington, D.C. since March 2003.

James F. O'Reilly, Vice President and Secretary

Mr. O'Reilly has been the Vice President and Secretary of Mateo since July 2004. He has also been Secretary and Associate General Counsel of Danaher Corporation in Washington, D.C. since Januar>' 2004.

Laurence S. Smith. Vice President

Mr. Smith has been a Vice President of Mateo since June 2008. He joined Danaher Corporation in Mai'yMay 2007 in the posifion of Director, M & A Tax and was appointed Vice President - Tax in March 2010. Mr. Smith was an attorney with Merck & Co in Washington, D.C. from March 2003 to May 2007.

Charles A. Schwenner. Assistant Secretarv and Assistant Treasurer

Mr. Schwertner has been the Assistant Secretary and Assistant Treasurer of Mateo since December 2003 and has been the Tax Director of Danaher Corporation in Washington, D.C. since July 1996.

Thomas M . Hill . Vice President, Finance, and Treasurer

Mr. Hill has been the Vice President, Finance, and Treasurer of Mateo since January 2007. Mr. Hill was Director of Finance - Danaher Corporate Audit in Washington, D.C. from October 2005 to January 2007, the VP of Finance and Administration for Oldcastle Retail, Inc. in Charlotte, NC from October 2003 to October 2005; a Director of Finance from October 2002 to October 2003 and Director of Financial Reporting from September 1999 to October 2002 for Aetema Corporafion in Research Triangle Park, NC.

Ernest C. Lauber. Senior Vice President. Sales

Mr. Lauber has been the Senior Vice President, Sales of Mateo since March 2010, and was the Vice President, Marketing and eCommeree with Mateo fi^om September 2005 to March 2010, and a Hardline Product Manager from 1997 to January 2002. Mr. Lauber was also Team Leader with the Danaher Tool Group in Gastonia, North Carolina from January 2002 to July 2003, and Vice President, Markefing at Delta Consolidated Industries in Hunt Valley, Marviand from July 2003 until September 2005.

Anthony D. Stohlmever. Vice President. Human Resources

Mr. Stohlmeyer has been the Vice President, Human Resources of Mateo since February 2006. Prior to joining Mateo, Mr. Stohlmeyer was the Director of Human Resources for Danaher's Sensors and Controls Group from March 2004 until Februar\' 2006. Prior to joining Danaher, Mr. Stohlmeyer was the Director of Human Resources for Slater Steel in Fort Wayne, Indiana, with responsibility for U.S. and Canadian operations from June 1999 until March 2004.

Michael K. Smith, Sr.. Vice President. Materials and Engineering

Mr. Smith has been the Vice President, Materials and Engineering since January 2003 and was the Director of Materials and Engineering from November 1998 until December 2002. He held the position of Director of Materials with MTC from November 1997 to November 1998.

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John C. Green. V ice President. Marketing and eCommerce

Mr. Green has been the Vice President. Marketing and eCommerce since June 2010. Prior to joining Mateo, Mr. Green was General Manager with Fluke, a Danaher Company, of the Amprobe business unit in Everett, Washington from April 2008 until June 2010; of the Analytic and Diagnostic Tools business unit in Everett. Washington from Januai-y 2007 until April 2008; and.qf the Electrical business unit based in the European Headquarters located in Eindhoven, The Netherlands from April 2005 unul Januai-y 2007.

Richard M . Smearcheck, Director. Financial Services

Mr. Smearcheck has been the Director, Financial Services of Mateo since March 2008 and was the Manager, Open Purchase Accounts of Mateo from March 1987 until March 2008.

Michael S. Swanson. NationalDirector. Distributor Development'Manager

Mr. Swanson has been the National Director, Distributor Development Managetôf Mateo since July 2007. November 2010. He was the National Distributor Development Manager of Mateo from July 2007 until November 2010 and a Mateo Regional Manager from January 2004 until July 2007 and the National •Franohi5e Sales Manager from June 2002'UHttk Prior to January 2004. Prior to June-gOO , Mr. Swanson held posifions of National Franchise Sales Manager. Nadonal Sales Development Manager, Manager of Distributor Communications, District Business Manager and started his career with Mateo in 1988 as a Mobile Tool Distributor.

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(3) LITIGATION

PENDING ACTIONS

A. As of December 31, 20092010. and from January 1, 3^^2011 through February 15, 20102011, except as otherwise noted, the following cases have been filed against (or involved eases with counterclaims alleged against) Mateo and/or its current or previous affiliated companies by current or previous Mateo distributors and/or disniet managers, and, in some eases, by distributors jointly with their spouses. The information below also includes any individuals who are current Mateo officers, directors, or employees and named as additional defendants. Except as otherwise indicated below: (1) relief sought is in an undisclosed amount; (2) Mateo and any other listed defendants deny the allegations; (3) the complaints allege nondisclosure, omission and/or misrepresentations regarding: earnings potential, personal and business expenses required, capital required, financial risk, exclusive namre of territory, sufficiency of territory and customer base, training and assistance, wartanty and tool return policies, and failure rates; and (4) each case is in the pretrial stage.

None.

B. Mateo Collection Actions. During the fiscal year ended December 31, 009^2010. any claims filed bv Mateo filed claims against distributors for monies owed to Mateo for goods sold and delivered to the distributor:'•••Th« follQwittg4s4he'one matter that wasare still pending afrof theeud of the-fif.0Ql year.

are described below.

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NMTC, /f)0: -{i/lh-ti - i\f&{co Tools, u DolawfifL^ -C^-poruikm-v. Piifrro & -M-figno.fu Sogers;—Ohio, Americ-an'Arbitration .Aaaoc-iationr-Atlanta, Georgia office. Case No. 53-155 E 00533 09 (filed-September, 2009j7-€]aims: Matco-tiled-a-oiaim against Respondent for monicij due and owing from -good^ sold and delivered to ReepondiH^^undey-several agreements iuckiding bur not -limited to a Distributorship. Agreement. Diunage»-S4>ught;"$-19,816.20. The <naUei-is pending

None.

CONCLUDED ACTIONS

During the 10-year period immediately preceding December 31, ^0092010, and from Januar>' 1, 30402011 through February 15, 20102011, except as otherwise noted, Mateo and/or its current or previous affiliated companies, and^or one or more of its current employees, have been the subject of the following legal proceedings (or were the subject of counterclaims in the following legal proceedings), which have since been concluded. These cases were initiated by current or previous Mateo distributors, and, in some cases, by distributors jointly with their spouses. Unless otherwise indicated: the plaintiffs alleged some or all of the following: (i) fraud, (ii) misrepresentafion, (hi) violation of a firanchise law, business opportunity law, or seller assisted marketing plan law, (iv) unfair or deceptive practices (including states' "Little FTC Acts" and interference (with business advantage, with contract, or otherwise), and (v) breach of contract (including breach of the implied covenants of good faith and fair dealing).

A. The following cases were resolved, at least in part, in favor of the plaintiff:

NMTC. Inc. d/b/a Mateo Tools, a Delaware Corporation v. Marlowe; Ohio, American Arbitration Assoeiarion, Cleveland, Ohio office, Case No. 53 180 E 00474 06 (filed July 17, 2006). Claims: Mateo filed a claim against Respondent for monies due and owing from goods sold and delivered to Respondent under several agreements including but not limited to a Distributorship Agreement and Promissory Note. Damages Sought: 521,265.85 plus attorney's fees, interest and arbitration costs. On October 20, 2006 Respondent filed a counterclaim against Mateo. Claims: Breach of Distributor Agreement and Incenfive Agreement and fraudulent inducement to enter into Distributor Agreement. Damages Sought: 5124,500.00 plus attorney's fees, interest and arbitration costs. On January 31, 2007, Marlowe agreed to dismiss with prejudice all counterclaims asserted against Mateo and pay Mateo the sum of S16,992.00 by or before March 2, 2007.

NMTC, Inc. d/b/a Mateo Tools v. David G. Mast; Tennessee, In The Chancery Court Of Sullivan County, Civil Acfion No. K0032162 (filed August 21, 2002). Mateo filed a Complaint for a temporary restraining order to enforce a non-compete agreement against Defendant, a terminated distributor. Defendant filed a monon to dismiss and the following counterclaims: breach of contract, tortuous interference with contract and economic relations, fraud, unfair competition, unfair trade pracfices, wrongful termination and unjust enrichment. Relief and/or Damages Sought: Actual damages upon each of the listed counts in an amount not less than $75,000 for each count, punitive damages in the amount of $500,000 and judgement for costs of litigation including reasonable attorney fees and expenses. On March 26, 2003, Mateo agreed to dismiss with prejudice its Claims against Defendant in exchange for Defendant dismissing with prejudice its counterclaims against Mateo. No other consideration was exchanged.

NMTC, Inc. d/b/a Mateo Tools v. Duane L. Ward; Tennessee, In The Chancery Court Of Sullivan County, Civil Action No. C0016390 (filed August 21, 2002). Mateo filed a Complaint for a temporar>' restraining order to enforce a non-compete agreement against Defendant, a terminated distributor. Defendant filed a motion to dismiss and the following Counterclaims: breach of contract, tortuous interference with contract and economic relations, fraud, unfair competition, unfair h-ade practices, wrongful terminarion and unjust enrichment. Relief and/or Damages Sought: Actual

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damages upon each of the listed counts in an amount not less than 575,000 for each count, punitive damages in the amount of 5500,000 and judgement for costs of litigation including reasonable attorney fees and expenses. On December 16, 2002, Mateo agreed to dismiss with prejudice its Claims against Defendant in exchange for Defendant dismissing with prejudice its counterclaims against Mateo. No other consideration was exchanged.

B. The following eases resulted in confidential settlement agreements (unless otherwise indicated below) entered into after April 25, 1993 between the parties on the dates so indicated whereby Mateo agreed to pay a sum of money to the plaintiffs and/or forgive debt as set forth below:

Collins V. Maico Tools Corporation, A Division of Danaher Corporation & Mike Ramey; Alabama, In the Circuit Court For JefTerson County; Civil Action No. CV02-6642 (filed November 1, 2002). Claims: Deceit, legal fraud, misrepresentation, suppression and breach of contract'estoppel. Relief and/or Damages Sought: Damages in an amount which will adequately compensate for injuries and damages sustained plus post judgment interest and court costs. The case was removed to The United States District Court For the Northern District of Alabama, Southern Division; Civil Action No. CV-02-N-2943-S (December 3, 2002). Mateo and the plaintiff participated in mediation before a trial, and agreed to setUe this matter. Mateo paid the plaintiff 545,000. Both parties signed a settlement agreement and release. The ease was dismissed on December 3, 2003.

LaRussa v. NMTC. Inc. d/b/a Mateo Tools, a Delaware Corporation; Arizona, In The Superior Court Of The State Of Arizona In And For The County Of Pima; No. C20056258 (filed November 9, 2005). Claims: breach of contract, tormous interference with business expectancy, intenrional interference with contractual relations, tortuous bad faith and negligence. Relief and/or Damages Sought: relief in such a sum of money as to adequately compensate Plaintiff for damages to be proved at trial, statutorily authorized attorney fees and costs, punifive damages and further relief as the Court and Jur\' deem appropriate and just. On October 30, 2006, plainfiff put forth a settlement demand of $122,473. On April 25, 2006 Mateo successfully removed the case from the above State Court to The United States District Court for the District of Arizona, Tucson Division; No. CV-05-751-TUC-FRZ (filed April 25, 2006). On June 19, 2007, the plainfiff agreed to accept Mateo's offer of $43,375 to resolve the disputed issues. Settlement and release documents were signed June 29, 2007.

C. Mateo Collection Aetions. During the fiscal year ended December 31, jOO9r2010, if Mateo filed claims against distributors for monies owed to Mateo for goods sold and delivered to the distributorT-^Hw tbllowintf-2 and these matters were resolved by the end of the fiscal year, they are disclosed below.

NMTC, Inc. d^>/a--Maieo Tools, a DaluwaFe-Gorporation v. Eugetw T. Wolf;—Ohior-Ain^rioan Arbitration Ar>- ocioiion, Atlanta, Goorgio offioo. Case No. 53 155 E 00319 09 01 (filed March, 2009). Claims: Mateo tiled a claim against-Reîpondent for monies due-aad-owing from • good^-seki-and delivered to Respondent-utHiet^-several agreements-inc-luding but not-timiied-to a Disiributoi=ship •Agreement.- Damages Sought: S59.9Q9.33v On Septembei -l-5r-2009 thi-i matter was-ôFKrluiled with Mateo beiHg-awarded 559,909.33.

NMTC;-Inc. d/bni Mateo Tools, a Dolowaro Corporation-v. Chrisioplwr & -Tori Teal;—Ohio;' Americ-an Arbitration Ansooiation. Ailattta. Georgia ollice, CariO No. 53 155 H 0015^f4^Mfiled March, 2009). Clainirv .Mateo—ftlc'd a claim agaiast-Kespondej^r for moi?j^-4ut»---afwl---ovv-i-Bg--#em-"go(xj - old •a ^ d•• dehvt*F•ed • to Re?^?omlef t"-Hndet"-se'.'eral-agFefcinenB-i}êkKitng"4?iH"-nt —Damages

None.

Other than the acfions described above, no litigation is required to be disclosed in this Item.

Mateo FDD.'PK2j7f>^.63.'i575.ll 7 a./^Âai i/t I

(4) BANKRUPTCY

No bankruptcy is required to be disclosed in this Item.

(5) INITIAL FEES

No Initial Fee

There is no initial franchise fee payable by you for the Distributorship.

Initial Inventory Purchases

You are required to purchase an inhial inventory' of Products from Mateo (the "New Distributor Starter Inventory") before the date you begin operating your Distributorship. In some instances, your initial inventory' may be acquired from a predecessor distributor. Currently, the minimum New Distributor Starter Inventory is generally 554,000. However, this amount may not be uniform for all Distributors, and may range fi-om $50,000 to $60,000 (see Item 7). - I n 3O4>a2010. the minimum New Distributor Starter Inventory- was generally 554,000, even though the New Distributor Starter Inventory ranged from $50,000 to 560,000 (depending upon die inventory selected). If you qualify', all or a portion of the cost of die New Distributor Starter Inventory may be financed through Mateo (see Item 10).

If the Distributorship Agreement is terminated, you may return certain Products to Mateo for credit. The credit will be applied to your account, or a refund will be given to you, in accordance with Mateo's tool remm policy then in effect when such Products are remmed. Mateo's current tool return policy provides that Mateo will accept Products that are not used, abused, incomplete, discontinued, or special ordered items. In addition, Products must be remmed in their original container and packaging. A l l Products that Mateo accepts under die tool return policy will be subject to a 15% restocking charge. Mateo may modify' the tool remm policy from time to time. Except as specified in Mateo's tool return policy, the cost of the New Distributor Starter Inventory is non-refundable.

Time Payment Reser\'e

You must, at the time you sign the Distributorship Agreement, deposit an amount into your "Time Payment Reserve" account held by Mateo. The amount of the Time Payment Reserve account deposit may vary from Distributorship to Distributorship, but Mateo requires a minimum deposit of 518,000. The purpose of the Time Payment Reserve account is to provide a source of funds in addifion to cash collections to assist you in maintaining your inventory at adequate levels during the early development of your Distributorship.

Credit sales made by you to your customers are referred to as "Time Payment" sales. When you make a Time Payment sale, you will extend personal credit to finance the customer's purchase of Products. You establish the terms and conditions for Time Payment sales to your customers, such as down payment, repayment schedule, interest charged, credit limits, and creditworthiness. However, Mateo generally recommends that you require full payment on Time Payment sales in five to nine weeks. As you extend credit for Time Payment sales, you bear the risk of loss due to non-payment. Time Payment sales typically comprise a significant percentage (generally about 70%) of most distributors' sales.

Every week you will be required to send Mateo, via die MDBS Software (defined below), at our headquarters your current Time Payment activity from your business records.

Your Time Paynnent Reser\'e account will be accessed automafically by Mateo, on your behalf each week. The amount withdrawn from your Time Payment Reserve account will be used to pay for your Product inventory purchases. The amount withdrawn will be determined by calculating the net change in your time payment

Mateo FDD./PK ZJ::^u^}5575.l\ 8 3 / ^ g ^ n / [ |

balances from week to week. The net change in your time payment balances, which is expressed as the retail cost of the Products sold, will be discounted by a factor to determine the approximate net cost value of the change in your time payment balances. The time payment transfer transaction will be drawn out of your Time Payment Reser\'e account and the credit will post directly on your weekly open purchase account statement.

Transfers from your Time Payment Reser\-e account to pay for Product purchases will occur during periods of growth of your Time Payment sales balances. During periods within the first twelve months of business or when Time Payment sales balances decrease below Mateo's required levels, you will be required to deposit additional funds in your Time Payment Reser\ e account. Mateo will invoice your open purchase account and credit your Time Payment Reser\'e account to fund the replenishment. Mateo's eurtent policy provides that if, at the end of twelve months following your commencement of operafions, there is any balance remaining in the Time Payment Reser\'e account, and your inventory meets or exceeds the starter inventory level, that amount will be credited by Mateo at its oprion to either your Open Purchase Account or promissory note. If your inventory level falls below that of the starter inventory, the Time Payment Reser\'e must be used to increase your inventory to the level of your original starter inventory. Any remaining Time Payment Reser\'e will be credited to your Open Purchase Account or promissory note.

A l l Time Payment Reserv e account monies on deposit with Mateo will earn interest at a rate of one quarter of one percent (l./4%) over the Fannie Mae Home Loan-b: bank money market rate as reported in Barron's. At all times the money on deposit in your Time Payment Reserve account remains in your personal account to be used only as described above. The deposit to the Time Payment Reser\'e account is required of all distributors, although it may not be uniform in amount.

Transfers of Time Payment Accounts Receivable

If you are replacing an existing Mateo distributor who is retiring or selling a Distributorship business, you may be offered the opportunity to purchase the preceding distributor's outstanding Time Payment accounts, if any, from the List of Calls and Potential Customer List. Under normal circumstances, Mateo's policy is to recommend that you purchase the Time Payment accounts from the previous distributor in accordance with current industry practice, which is to purchase qualified Time Payment accounts at 75% of their value. This percentage may only be exceeded with Mateo's prior written approval. Mateo also normally recommends that you settle the Time Payment accounts with the previous distributor only after you have had at least twenty-five (25) business day s to evaluate the creditworthiness of the Time Payment accounts purchased. Upon mutual agreement of you and the previous distributor, payment is typically effected by a transfer of funds on deposit with Mateo from your Time Payment Reserx-e account to the previous distributor. There may be accounts with higher balances from the previous distributor that can be collected by you (without purchasing the accounts). The recommended policy on these higher balance time payment accounts allows y'ou to keep 15% of the weekly collecfions and remit the remaining 85% to the previous distributor via the "Collected in behalf process in MDBS Software. This percentage may only be exceeded with Mateo's prior written approval.

Computer Software License Expenses

Mateo has developed computer sofhvare for the exclusive use of its distributors. Mateo's proprietary copyTighted sofhvare system, called the Mateo Distributor Business System ("MDBS Software"), is designed to assist you in minimizing paperwork, managing your List of Calls and route, handling inventory, receivables and order processing functions, and performing other tasks relating to operating the Distributorship. To ensure performance and software compatibility, your MDBS computer and software is restricted to your Mateo business related functions. For example, to protect your computer from viruses, worms and spy \'are of any nature and to insure that the MDBS Software is not compromised, your MDBS computer should not be used to browse the Internet for personal use, it should not be used for gaming, and other third-party software should not be loaded and executed on the computer. You must sign the Mateo Distributor Business System Software License, Maintenance and Support Agreement (the "Software License Agreement") attached to this Disclosure Document and pay Mateo the initial software license fee, which is eurtently $799, prior to the date

Mateo FDD/PK ^i^^44Te3£525Jl 9 3/:S^^l i/Sl

you begin operating your Distributorship. There will be a one-time charge of an additional SlOO for licensing Credit Card Processing Software that interfaces with the MDBS Software. The Software License Agreement is for an initial term of one year, with automadc renewals for addirional one year terms. Beginning with the second month of the Software License Agreement and each year thereafter, you will be required to pay an annual software maintenance fee, which is currenUy $400 for systems meeting Mateo's required specificafions. Beginning with the second anniversary of the date of the Software License Agreement, if you have a system that does not meet Mateo's required specifications, including manufacmrer, model, configurarion, operafing system, virus protection and/gr non-Matco-specified use of third-party software and Internet sites, the annual charge for systems maintenance and support will include, in addition to the $400 fee, an annual charge of $400 until you comply, to Mateo's satisfaefion, with Mateo's required and exact PC eonfiguration-_and/or removal of non-Mateo specified third party software. Computer softw^are license expenses are non-refundable, and are uniformly imposed on all distributors.

Web Page Set-Up Fee

Mateo has established a Website for the entire system and offers you a web page (or subpage) on Mateo's Website. You are required to sign the Mateo Tools Web Page Agreement (Exhibit Q to the Distributorship Agreement). Under this Agreement, you will have your own subpage on Mateo's website. Also, you must pay Mateo a one-time web page set-up fee of S195 at the execution of the Web Page Agreement.

Document Processing Fee

When you elect to start a Mateo franchise. Mateo will prepare franchise and financial documents for youjo revievt and execute, and, if necessary, will file applicable documents with state agencies as required. The Bmcessing/tiling fees will he_Ji99. You must_nav this fee to Mateo upon sign.iiig_jh_c__Dismbutorshio Agreement.

Incentive Programs

VetFran Program. Mateo participates in the VetFran Program (Veterans Transition Franchise Initiative) that was established by the Intemarional Franchise Associafion in cooperation with the U.S. Department of Veterans Affairs, the Veterans Corporarion, and the U.S. Small Business Administrarion. Mateo will provide to each new distributor who is an honorably-discharged U.S. veteran $5,000 of hand tools (valued at list price) at no charge. Mateo will require proof of eligibility from those prospective distributors who wish to take advantage of the incenrives offered under the VetFran Program.

Drue Testing Policy

For Prospective Franchisees/Distributors. As of April I, 2009, Mateo te-implemented a Hew-drug testing policy for prospective franchisees/distributors. If you are interested in acquiring a Mateo franchise, and you proceed successfully through the appliearion process, before we grant a franchise to you, you must take and pass a drug test. The test, which is currently intended to test for alcohol and illegal drugs, will be administered by a third party tesring company, and the resuhs will be provided to you and to Mateo. It will be administered at a facility within a reasonable distance from your home, and you must take the test within 5 days of our norice to you. The current cost of the test, or lab fee, is less than 550 per test, and we expect that the cost will be $35 per applicant. If you fail die test, you will not be granted a franchise, and you will not be required to pay the fee. If you pass the test, you will be granted a franchise, and the cost of the test, or lab fee, will be charged to your "open purchase account" (or "OPA"), and will be repaid over time based on your collections or revenues in your business. In connection with your application for the Mateo franchise, in addition to the appliearion forms, credit cheek authorization, and other documents, you must sign a consent to the alcohol and drug testing. A copy of our current consent form is attached to this Disclosure Document as Appendix I.

For New/Existing Franchisees/Distributors (during the term of the franchise). As noted above, as of April 1,

Mateo FDD/PK :376t..6i512SJl 10 3./^4^1i

2009, Mateo Ini^i-implemented a Hew drug testing policy for prospective franchisees./distributors. In addition, Mateo Tools hai^-implemented a drug tesring policy for franchisees/distributors who are new to Mateo beginning on or after April 1, 2009, or otherwise sign a Distributorship Agreement with Mateo in 2009 or in the future. In addirion to the drug testing for prospective franchisees./distributors, existing franchisees/distributors must undergo periodic or random alcohol and drug tesring, at Mateo's direction. You must sign a consent to the dmg testing that will apply during the term of your Distributorship. Tke-Mateo will bear the cost of thtM-fst-any testing or lab fee. wiH fee thai~^ei4-ty~y0iif-O4iAs. Also, in the event you fail a drug or alcohol test, Mateo will have the right to terminate y our Distributorship.

(6) OTHER FEES

Type of Fee'*' Amount Due Date Remarks

Minimum Inventory Purchases

Maintain an inventory of Products at least equal to the starter inventory; 80% of the National Distributor Purchase Average; and maintain a ratio of purchase average to total sales of at least ^60%*"*

Weekly See Items 8 and 12

Computer Maintenance and Support Charge*"*'

5400 or 5800 * '*''' Annually See Items 5 and 7

Addirional Training Fee (for spouse)* *

5295 On or before training starts

See Item 11

Web Page Maintenance Fee '

5195* ' Annually, on the anniversary date of Web Page Agreement

See Note 6

Insurance*' Varies (see Item 7) See Note 7 See Note 7

Late Fee on OPA 5%j of amount due. per Upon invoice or See Item 10 week: maximum SlOO demand

Notes:

(1) You are not required to pay any monthly or periodic royalty, franchise, license, advertising or other fee (except the annual software maintenance fee described below) during the term of the Distributorship Agreement.

(2) You must purchase a minimum amount of Products from Mateo on a regular basis, at least equal to the following: (i) maintain a minimum inventory of Products equal to or in excess of the New Distributor Starter Inventory ; (ii) on a weekly basis, purchase Products from Mateo in an amount not less than 80% of the "National Distributor Purchase Average," based on your 12-month rolling average, or, i f you have been operating the Distributorship for less than 12 months, based on y our year-to-date average; and (in) maintain a minimum of a ^ 6 0 % rario of a calculation of your year-to-date purchase average divided by your year-to-date sales average.

Mateo F D D / P K ^ 11 a i i / n

As of December 31. 30092010. the "National Distributor Purchase Average" was 55.^3.001. The National Distributor Purchase Average is determined by dividing the total number of active Mateo distributors for any given weekly period during a calendar year into the year-to-date total dollar amount of qualifying Mateo Products purchased by such distributors during such period. The calculation of the National Distributor Purchase Average does not include the purchases of Mateo Products by new distributors as part of their New Distributor Starter Inventory. In addition, you must at all times maintain your inventory of Products at a level at least equal to the New Distributor Starter Inventory.

(3) The computer maintenance and support charge is payable on the second month of the term of the Softw^are License Agreement and annually thereafter upon the aimiversary date of the Software License Agreement. The current annual charge is 5400, and this amount is subject to change by Mateo from time to time. Mateo has set specific hardware requirements in order to ensure proper funcrioning of the MDBS Software. The hardware speeificarions for the computer system are described in paragraph 4 of the Software License Agreement.

(4) In the second year of the Software License Agreement, the annual maintenance and support charge may include an addirional $400 charge if your system does not satisfy our required and exact PC manufacturer, model, configuration operaring system, virus protection and/or non-Matco-specified use of third-party software and Internet sites. Software maintenance and support does not include MDBS Software support services assisting in the removal of viruses, worms or spyware of any nature. This ser\'ice may be available from Mateo at $50/hour. (See Item 5 above and Paragraphs 2 and 6 of the Software License Agreement.)

(5) If you or your initial operator elects to bring your or his/Iier respecrive spouse to the New Distributor Training Program, Mateo will charge you a flat fee in the amount of 5295, for food, lodging, and local transportarion. Mateo encourages you to bring your spouse to the New Distributorship Training Program.

(6) In late 2000, Mateo created a new Website, and offered all Distributors the opportunity to have his/her own web page on the Mateo Website. The Distributor must sign Mateo's "Mateo Tools Web Page Agreement" (curtenfly attached as Exhibit Q to the Distributorship Agreement). The Web Page Agreement requires a one-rime $195 set-up fee (see Item 5 above), and an annual maintenance fee of $195 per year. The Distributor must comply with Mateo's web page policies which can be modified at Mateo's discretion.

(7) If you do not obtain and maintain the required proper insurance coverage required under the Disfributorship Agreement, Mateo may purchase the insurance on your behalf and will charge your Open Purchase Account for the premiums paid. (See Distributorship Agreement, Article 5.3.)

Each fee is imposed by and payable to Mateo, and are uniformly imposed on all distributors (unless otherwise noted). A l l fees are nomefundable. However, the Product inventory that you are required to purchase on a monthly basis is resalable.

Mateo does not have advertising eooperarives.

Mateo FDD/PK -237C.rtfi35575. LI 12 3 / ^ t ^ l 1/11

(7) ESTIMATED IMTL4L INVESTMENT

YOUR ESTIMATED INITIAL INVESTMENT

This table provides an estimate of your initial investment for your Mateo® Distributorship.

Type of Expendimre

Amount: Estimated Range Of

Cost (Low-High) Method of Pavment When Due

To Whom Payment Is To Be Made

Initial Inventory- 550,000 - 60,000 Lump Sum Prior to Start Mateo or Predecessor Distributor

Acquisition and Establishment of Time Payment Reser\'e Accounts-

518,000-23,000 Lump Sum Prior to Start Mateo and/or Predecessor Distributor

Truck - three months lease payonents-

$3,400 - ^SQ>000 Monthly Installments Monthly-ZUpon

Delivery Dealer or leasing company

Monthly/Upon Delivery

SuppHer V - U I l l U L l L C i TTxii-fctWTir^;:

pa -f rtewi Hardwarell

EjV-r-;.-?*/ £^~'y^r\fjy.^m\J\J\J

2.900 IrKrEallmeii-fc Lump Sum

Monthly/Upon Delivery

SuppHer

Computer Software and Internet Ser\ace^ - three months payments

$1,641-2,^^+404 Monthly Installments

Prior to Start Mateo and Internet and Credit Card Service Providers

Insurance - three months premiums-

$915-2,500 Lump Sum Prior to Start Supplier

Travel, Lodging and Meal Expenses-

5170-2,515 Lump Sum Prior to Start Airlines, Hotels & Restaurants

Professional Ser\ ices- 5150-2,000 Lump Sum As Arranged Attorneys, Accountants and other professionals

Fixtures, Supplies, Licenses-

5500-3,000 Lump Sum Prior to Start Suppliers

Additional Funds - three months—

55,000- 13,500 Lump Sum Prior to Start Suppliers, as incurred

TOTAL S+S^';^,$82.376-

5191.819

Notes:

Payments are not refundable unless otherwise noted.

(1) Your inirial inventory will cost between 550,000 and 560,000. The current Distributor Starter Inventory is generally 554,000. You must maintain or exceed this amount of inventory during the term of your Distributorship. This amount may increase periodically, due to various factors, such as

Mateo FDD/PK -2^^^35575. i 1 13

the cost of goods, the product mix, and/or the introduction of new tools (see Item 10). If you qualify, Mateo will finance up to $72,000 (with no down payment) of the estimate for initial inventory ($54,000) and Time PayTiient Reser\'e ($18,000). You must maintain or exceed this Time Payment amount during the term of your Distributorship. Mateo's interest rate, which ranges from Prime Rate plus 5% up to Prime Rate plus 7%, will be based on your credit score at the time of submitting your Application. Mateo may also considerjidditional factors.jLueh_as th^m_ountJinaneed over./under the starter inventors^ ($54,000). in deteiTnining your final interest rate. This factor, or others, could cause your interest rate to be lower or higher than the rate that is based solely on your credit score. willLa variation of plus or minus 2%. Assuming a principal amount of 572,000 at an annual percentage rate of 8.25% (Prime Rate plus 5%), weekly pa\Tnents of 5203.76 would be made over a 120-month term. With an annual percentage rate of 10.25% (Prime Rate plus 7%), weekly payments of $221.89 would be made over a 120-month term. (See Note 2 and Item 10.)

In certain simarions, Mateo may also finance a portion of your initial purchase of inventory and Time Payinent Reser\-e in excess of the estimated, or generally expected, levels of inventory and/or Time PayTnent Reserve. However, your additional purchases of initial inventor^' and Time Payment Reser\ e may exceed the amount Mateo will finance toward your initial investment.

(2) In certain simations, Mateo may finance all or a portion of the Time Payment Reser\ e amount.

(3) The lower range of the estimated cost is an amount equal to three monthly lease payments of 5800 and down payment of 51,000 on a used truck. The higher range of the estimated cost is an amount equal to the full cash purchase price of a new truck. (This does not include applicable federal and state excise, sales, or other taxes and licenses, which will vary from state to state.) We estimate that the average initial costs for the required truck will reflect a lease of a new truck, with a down payment of $3,000 and three mondily payments of 51,297 each (53,891). The cost estimates are included for distributorships in the continental United States. We expect that the costs will be higher for distributorships in Alaska, Hawaii, and Puerto Rico due to transportation expenses and other costs that might be associated with transporting specially equipped vehicles to these types of distant locations. The Truck must be equipped and used solely for operating the Distributorship, and must meet Mateo's specifications and requirements to display your Product inventory and to provide on-site sales and ser\'ice to your customers. Approval must be given in writing by Mateo i f you wish to change trucks during the life of the Agreement.

(4) You are required to purchase or lease a new (not previously owned or refurbished) Dell Latimde, model fe^eOOE6510, personal computer (a "laptop"). Mateo will provide you with its specifications for hardware (such as the operating system, hard drive size, memory, maintenanee/wartanty, printers, etc.) Matco-specified barcode reading and label printing equipment, and Mateo specified credit card swipe device. You will be responsible for acquiring and maintaining access to the Internet through a high-speed Intemet Serv-ice Provider in order to communicate with Mateo. Cable or DSL connections are preferred. In addition, you will be required to purchase a cellular communications card and service in order to connect to the Intemet while on your route. The hardware specifications for the computer system will be revised from time to time. Mateo establishes specific hardware standards solely for the purpose of optimum MDBS software performance. The current list is specified in paragraph 4 of the Software License Agreement. -P e-4ov= -d'Hfrgt> -i>f-4j}e---c&ft}>Kiiefl-fc'- ^ eqtK4-4e-4l>Fge--mt i44tly-p^y^nerM-s--fe"-\V'e have negotiated a package price for the computer i-t-yoti-tjualiry- fe-i--a-kxfflhardware and peripherals from the supplier-oy"tnmiieiHg-^^uf€e.""T the'e£^RT^^€d-et>>tH^^41^4s-4he-^¥pH;ftMuH^^ but you may purchase t>rie ">t~a-c-t;mp]e sy? t mthe products from any supplier. The figures in the chart reflect the package price forjhg computer hardware. You may be able to lease the equipment, but we are not aware of specific leasing prices and/or terms.

Mateo FDD./PKa. i -^*>i£mi i 14 3 .^^ i^n t i

(5) You must sign the Software License Agreement and pay the specified inirial software license fee for the MDBS Software which is currently 5799 and the specified annual fee of 5400 for the Systems Maintenance and Support upon the second month of the Software License Agreement (see Items 5 and 8). Additionally, as noted in Item 8 below, Mateo requires that you subscribe to an Intemet ser\dce provider and/or cellular service provider. Curtently, the cost for such ser\'ice, depending upon the provider and the level of service, ranges from 560/month to $110/month, and may vary greatly in different areas. The chart includes an estimate for 3 months of service, which includes cellular service. Additionally, the estimated range of costs as noted includes the one-time web page set-up fee of SI95 (see Item 5). However, not included in this chart, is the annual maintenance fee of 5195 as specified by the Web Page Agreement for your web page on the Mateo Website (see Item 6).

(6) You must purchase comprehensive general liability insurance and vehicle liability insurance coverages with minimum limits of each policy of at least 52,000,000. You must also purchase "replacement cost" coverage for your truck, computer system, inventory and other items used in operating the Distributorship. A l l insurance policies maintained by you must (a) designate Mateo as an additional named insured; (b) provide that Mateo receive a copy of all notices of cancellation, nonrenewal, or coverage change at least 30 days prior to the effective date; and (c) require the insurer to provide and pay for legal counsel to defend any claims or actions brought against you or Mateo. Insurance costs are highly dependent on the geographical location of your business, the dollar amoimt of your inventory, the type of truck you own and other factors.

(7) Travel expenses include the esrimated cost of travel to and from the loearion of the inirial training program and your home, and the cost of travel to the dealership to take delivery of your tool truck and to drive it home. The acmal cost of travel will depend on your home loearion, your mode of fravel and whether your spouse accompanies you. Travel to and from the airport for scheduled arrivals and deparmres, and daily travel to and from Mateo's headquarters, is provided to you at no charge. (Unscheduled arrivals from the airport to the lodging facility will be at your own expense.) Mateo has negotiated lodging and meal accommodarions for distributors for attendance at the initial training program. The cost of the room and meals will be billed direcriy to your Open Purchase Account. Lodging is located near Mateo's headquarters, Cleveland Hopkins International Airport, and/or Akron-Canton Regional Airport. Lunches will be catered during acmal training sessions at a cost not to exceed $11 per day, which will be billed to your Open Purchase Account at the conclusion of the initial training program. However, you will be solely responsible for weekend lunches and dinners. (The figure in the chart for the high end of the range includes the $295 fee for your spouse.) Other expenses that you may incur, which are not included in the estimated cost, may include telecommunication charges, entertainment, alcoholic beverages, or rental car expense.

(8) Professional services may include those provided directly to you for accounting, legal, and other consulting ser\'ices. The employment of these serx-ices is at your discrerion and fees will vary based on type of service, amount of service, and who provides the service. You are encouraged to obtain the guidance and assistance of a lawyer and/or accountant prior to signing the Distributorship Agreement. You also may require the assistance of those professionals during the early phases of operaring your Distributorship.

(9) The costs for initial fixmres, supplies, and licenses will vary by the specific requirements of each Distributor and the requirements of the local laws in which business will be conducted. Supplies include items such as work uniforms, business forms, stationery, business cards, catalogs, promotional literamre and sales materials. Licenses typically include general business licenses required by ciries and localities in which you will do business.

(10) Your requirement for addirional funds will vary. You will require an amount of inirial capital at the rime of start-up and will need working funds throughout die operarion of your business. During training and before you begin operating your Distributorship you will not be eaming income from the

Mateo FDD./PK 2r<.ty6:-55'75.l[ 15 3/^^^11/tl

Disfributorship. In addirion, during the initial start-up period of the Distributorship, cashflow may be insufficient to allow you to draw a salary or cover your personal living expenses. The estimated additional funds will help finance business expenses (i.e., truck operating expenses, freight, loan payments, cell phone, and bad debt on receivables) during start-up and during periods in which collecrions from customers are not adequate. This amount represents Mateo's estimate of the costs associated with the first three months of operating your Distributorship and is based on Mateo's working knowledge of the operating experiences of its exisring Distributors. Also included in this figure is the test or lab fee for the prospeerive distributor drug test, discussed in Item 5 above and the charge for document processing and filing Imaf^kig doeum«Ht!v4^-aeyT as described in Item 5 above and Item 10 below. This esrimate in this Item 7 is not an assurance that your Distributorship will be profitable. The estimated additional funds do not include any salary or draw for you to pay personal living expenses. Since the cost of personal living expenses varies greatly among Distributors, Mateo does not include those expenses in its esrimates for your initial investment. As part of your financial planning, you must take your personal living expenses into account during periods of insufficient cashflow.


You are required to sell only Products approved in wriring by Mateo. You must purchase the Products only from suppliers who have been approved in writing by Mateo. Currenriy, Mateo is the only approved supplier of Products. A l l Products purchased from Mateo are resalable items.

a. The Products are sold to you at a discount from recommended list price. The discounts from the recommended list price vary from Product to Product, and may van- throughout the year based on special incentives or other promorions. The weighted average discount for all Products prior to additional j-KonH->ikH>promotions and other discounts is currently approximately 35%. The weighted average discount reflects the total of all items sold by Mateo as w^ell as the varying discounts from list price for different items.

b. Volume Payment to Terms ("\TTT") Bonus. If a Distributor pays Mateo for products within 14 days of the Mateo invoice on a consistent basis, the Distributor will receive a rebate <Ht-tke e- puro H ses. The Volume Payment to Terms Bonus is that rebate. The rebate is based on the Distributor's 6-week purchase average, and the rebate ranges from 3% to 5.25%-*>^4he~tota!4ti\ ^ . The average \ T T T eamed in 2 )()-92010 was 1.93% of overall sales. (If you are not in compliance with the requirement to purchase at least 80% of the National Distributor Purchase Average, the ratio of purchase average to sales average fboth of which are discussed in Item 6 above"), or other standards or requirements under the Distributorship Agreement or the Manuals. Mateo may modify the VPTT Bonus such that the Bonus will only apply if you pay for products within 7 days of receipt of the invoice.)

The purchase of initial inventory from Mateo constimtes a range of approximately 26% to 63% of the cost of the establishing the Distributorship. Purchases of the Products throughout the term of the Distributorship will constimte approximately 6^61% of the cost of operating the Distributorship.

Mateo will derive income from the sale of the Products by charging you wholesale prices that exceed Mateo's costs of supplying the Products. In the fiscal year ended December 31, -2- )092010. Mateo's total revenue from the sale of Products to its franchise distributors was $24-^i^-3-.OOti23.903. or 82. "•o of Mateo's total revenue of S2<jOr?-2-7:O<j0280.8S6, as reflected in Mateo's audited financial statements.

You are required to heense, install, and utilize the MDBS Softvi-are (as described in Items 5 and 6 of this Disclosure Document) in your business. The software license fee amount is income to Mateo, and eonsritutes less than 1 % of the cost of establishing the Distributorship, and less than 1 % of the ongoing cost of operaring the Distributorship. In the fiscal year ended December 31, 20092010, Mateo's total revenue from software license fees and software maintenance charges received from its distributors was $f 9S-;-9 1 f»778.212, or approximately 0.3% (three-tenths of one percent) of Mateo's total revenue.

Mateo FDD./PK ^:^^>JM?355'75J I 16 3/00441 [/ i l

As discussed in Item 5, when you sign the Distributorship Agreement, you must also sign the Mateo Web Page Agreement, which permits you to establish a subpage on Mateo's website. You must pay Mateo a one-time web page set-up fee of 5195. If you conrinue to utilize a subpage, and neither we nor you cancel the Web Page Agreement, you must pay Mateo an annual $195 maintenance fee. In fiscal year ^0092010, Mateo received S2-2-3-.4 3213 330 in web page fees (initial and maintenance fees) from franchisees. This amount was less than one-tenth of one percent (0.1%) of Mateo's total revenue.

Mateo also requires during the term of your franchise that you subscribe, at your expense, to a reUable highspeed Intemet ser\riee provider (cable, DSL or high-speed cellular) or other electronic communications provider or ser\ ice and maintain an active e-mail account. In addirion, you are required to subscribe to a cellular Intemet service provider in order to connect to the Intemet while on your route. Both the service and provider may be designated by Mateo. Mateo makes or plans to make information available to you on the Internet at Mateo's expense. Also, Mateo may require that any and all communications between you and Mateo be made through the Intemet or such other electronic medium as Mateo may designate. You will be required to access the Intemet or other electronic information on a regular basis to obtain full benefit of the System. Many documents, such as weekly statements, will be delivered via e-mail. You must immediately norify Mateo's customer ser\'iee department of any change to your e-mail address. Mateo is not liable for any damage to you including lost profits, delayed orders or the like which are the result of any outage or delay related to electronic fransmission of information, whether by the Intemet or otherwise.

You must purchase or lease certain equipment and supplies (including, for example, business cards and stationery) that meet Mateo's speeificarions. You must purchase or lease a vehicle and computer hardware which meet Mateo's speeificarions and you must carry minimum insurance coverages on these and other items (as described in Item 7). Mateo's speeificarions for the vehicle, computer hardware and other equipment and supplies are based on Mateo's prior experience, requirements relaring to the operarion of the Distributorship, the supplier's ability to deliver, sen-'ice, and support the items, and quality and uniformity considerations. Catalogs, promotional literamre, and other sales materials used in the operation of your Distributorship must comply widi Mateo's standards, and may either be purchased from Mateo or from other sources who meet Mateo's standards. Upon request, you can receive from Mateo a written lisring of its specifications and standards for equipment and supplies after you sign the Disfributorship Agreement, to the extent the specifications and standards have been developed. Mateo will update the specifications and standards from time to time in writing as may be required to respond to requirements for operating the Distributorships. While Mateo does not have a formal process for evaluaring suppliers, and does not generally charge fees to suppliers seeking to obtain approval, Mateo approves suppliers based upon their ability to satisfy, in Mateo's reasonable judgment, the specifications and standards for equipment and supplies. In some eases, approved suppliers may pay Mateo a periodic fee or a fee based on sales to distributors. In addition, occasionally one or more approved suppliers may make payments to Mateo (not based on sales to distributors) which Mateo has used for promorional and brand development purposes. In 50092010, Mateo received fees from suppliers in the amount of $303,2172Q6>212. Also, the figures in this Item 8 do not include any amounts treated as a pass-through, rebate, or other payment that was distributed back to the distributors. Mateo does not generally negotiate purchase agreements with suppliers, but it reser\'es the right to do so. Mateo has not established purchasing or distribution cooperatives.

Mateo also offers gift cards and electronic stored value cards ("gift cards") with which potenrial customers may purchase Products. Our curtent policy is that distributors are not required to accept Mateo gift cards, but you are encom aged to do so. If you accept Mateo gift cards as payment for Products, Mateo will redeem (that is, reimburse you for) those gift card purchases at 90% of the price at which you sold the Products.

Except for the Products, the MDBS Software, and the web pages, for which Mateo is the approved supplier, and except for the vehicle, where suppliers are designated, and for which there are currenriy only two recommended suppliers, and except for computer hardware equipment for the puipose of optimum operation, performance and support of the MDBS Software, you are not required to purchase or lease any goods, ser\'ices.

Mateo FDD./PK 2j"6n.635575.11 17 3/^QAgIiiLi

supplies, fixtures, equipment, inventory^ or real estate relating to the establishment or operation of the Distributorship from Mateo or from suppliers designated by Mateo.

Mateo does not provide material benefits to a Distributor (for example, renewal or extension of the term, or granring addirional franchises) based on a Distributor's purchase of particular products or ser\'ices or the use of particular suppliers, except that, as noted in Item 6 above, each Distributor must purchase at least 80% of the National Distributor Purchase Average as a condition of maintaining the Distributorship.

None of our officers owns an interest in any companies that are vendors or suppliers to the Mateo Distributors.

(9) FRANCHISEE'S OBLIGATIONS

This table lists your principal obligations under the Distributorship Agreement. It will help you find more detailed information about your obligations in these agreements and in other Items of this Disclosure Document.

Obligation Section

in Agreement

1 !

Disclosure Document Item |

(a) Site selection and acquisition/lease

Not applicable 1

Not applicable

(b) Pre-opening purchases/leases Articles 3.3, 3.5, 3.6 and 3.7 of Distributorship Agreement

Items 5, 7 and 8

(c) Site development and other pre-opening requirements

Not Applicable Not applicable

(d) Initial and ongoing training Article 4 of Distributorship Agreement

Item 11

(e) Opening Article 1 of Distributorship Agreement

Item 11

(f) Fees Articles 3 and 6 of the Distributorship Agreement

Items 5 and 6

(g) Compliance with standards and policies/Operating Manual

Article 3.10 of Distributorship Agreement

Items 8, 11 and 16

(h) Trademarks and proprietary information

Articles 7 and 9 of Distributorship Agreement

Items 13 and 14

(i) Restricrions on products./ser\aces offered


Items 1 and 16

(j) Warranty and customer ser\'ice requirements

Articles 3.4 and 8 of Distributorship Agreement

Item 11

(k) Territorial development and sales quotas


Item 12

(I) Ongoing product/ser\dce purchases

Articles 3.3 and 6 of Distributorship Agreement

Items 6 and 8

(m) Maintenance, appearance and remodeling requirements


Item 11

Mateo FDD/PK 5

Obligation Section

in Agreement Disclosure Document Item

(n) Insurance Article 5.3 of Distributorship Agreement

Items 7 and 8

(o) Advertising Article 3.1 of Distributorship Agreement

Item 11

(p) Indemnificarion Article 5.4 of Distributorship Agreement

Not applicable

(q) Owner's participarioa/manage-ment/staffing Article 3.12 of Distributorship

Agreement Items 11 and 15

(r) Records/reports Article 5.2 of Distributorship Agreement

Item 5

(s) Inspections/audits Article 3.13 of Distributorship Agreement

Item 11

(t) Transfer Article 10 of Distributorship Agreement

Item 17

(u) Renewal Article 2.2 of Distributorship Agreement

Item 17

(v) Posi-temiination obligarions Article 11.5 of Distributorship Agreement

Item 17

(w) Non-competition covenants Article 11.8 of Distributorship Agreement

Item 17

(x) Dispute resolution Article 12 of Distributorship Agreement

Item 17

(10) FINANCING

Mateo offers a number of financing programs to its distributors, as summarized in the following table.

Mateo FDD/PK 3j7Crt.635575.1 1 19 3/ ¥r4an/n

Item Financed

Amount Financed

Down Payment

Term (Months)

APR% Weekly Payment

Prepay Sccurit\' Required

Liability Upon

Loss of Legal Rights on ment Default

Loss of Legal Rights on

Penalty Default

Initial $72,000 Currently Up to 120 Up to 18% $203.76, None. I.atc Personal Principal Loss of all Invento~\' of the SO to (annual rate); to cay.ii!.cni_tec guaranty; balance and defenses and initial 511,000, currently $221.89, of 510 security accrued Financing purchase. but may be 8.25% to based interest in interest of Time depending required 10.25% upon inventory Payment on the based where 572,000 and receivReserv-e required upon appJicabJe (jj with no ables Account initial applicant a) down Deposit (1) inventory

amount criteria payment

1 Open Amount None Payment 22.5% annual N/A None; 3% Personal Full amount Default Account Purchased due upon interest (or to 5.25% guaranty; under Product receipt the highest discount security DistribuPurchases rate per available to interest in tor Agree(3) mitted by

law) on balance of Open Purchase Account as of the date of termination

qualifying distributors for early payment. Weekbiisiie charges at 5% of past due amount

inventory and receivables

ment

or expiration (4)

UP to SlOO maximum.

Notes:

(1) Depending upon your available collateral, credit history and other credit factors, Mateo may finance up to $72,000 (with no down pajment) of the estimated initial inventory ($54,000) and Time Pa>Tnent Reserv e Deposit (SI 8,000). The loan will be evidenced by an Installment Promissory Note (the "Note"), a copy of which is attached as Exhibit C (Attachment 1) to the Distributorship Agreement. Mateo may also finance, at its sole discretion, a portion of your initial purchase of inventory and Time Pajmient Reser\ e Deposit in excess of the estimated, or generally expected, levels of inventory and/or Time Payment Reserve Deposit. (See Note 1 of Item 7) This additional financed amount will be included in the Note for the financed portion of your initial inventory and Time Payment Reserv e Deposit discussed above.

The Notes provide for weekly payment of principal and interest at an annual interest rate, which is subject to change in accordance with the Prime Rate as reported in The Wall Street Journal. Mateo's interest rate will be based on your credit score at the rime of submitting your Applicafion and the .amoiint finan_e^.. The interest rate will be in a range of 5.0% to 7% plus the Prime Rate that is in effect when you are awarded a franchise. The rate of interest for the Note will be fixed for the term of the Note. As of January 8. 20103. 2011, the Prime Rate was 3.25%. The current percentage rate of interest that will be charged for initial inventor>' financing will be 8.25% (Prime Rate plus 5%) up to 10.25% (Prime Rate plus 7%). The term of the Note will be determined by Mateo and will be up to 120 months.

You will be in default under the Note if: (a) any installment of principal or interest on the Note is not paid when due or upon demand as provided for in the Note; (b) you fail to pay your debts as they

Mateo FDD/PK g^t?^355?.'i.l I 20

mamre; (e) you default under the Distributorship Agreement or any other agreement, note, lease, or contract between you and Mateo, or if any such agreement is canceled; (d) you cease operating the Distributorship or the Distributorship is dissolved, terminated, insolvent, or ceases operations; or (e) you fail to have the Note fully collateralized with inventory (as reflected in the Security Agreement, described below) at all fimes.

If you default under the Note, the principal balance and all accrued interest will become due and payable without demand. You and any endorsers or guarantors of the Note must waive demand, protest, presentment, nofice of protest and non-pa>Tnent or dishonor, and must also waive any and all defenses on the grounds of any extensions or partial pa\Tnents which may be granted or accepted by Mateo.

The Note must be guaranteed by you or another person acceptable to Mateo. You must also sign a Security Agreement (Exhibit D to the Distributorship Agreement) granting Mateo a securit\ interest in your inventory of Products and Accounts Receivable. At Mateo's request, you must sign all necessar\' financing statements and other franchise documents and pay the costs of document processing and filing fees for such statements or other documents. Matco's expefienoe-has-been that diese costs range ffeffl-Sg^)-H^-S2-0(j -i>et -The processing/filing def>endiHg-twfee is included as pan of the Htatedgcmiijmj processing fee that vou nay at the time you execute the Distributorship Agreement.

Mateo financing will not be offered to all prospective distributors, but only to those that meet Mateo's qualifications. Also, even in simafions in which Mateo offers financing, Mateo is not required to offer financing for the maximum amount of up to 572,000, but may offer financing for a lesser amount. Factors such as your qualifications and credit-worthiness will affect the level of financing that might be offered.

(2) In some states, the maximum interest rate may be less than the amount stated in the chart due to state lending laws.

(3) Your purchases of the Products are charged to an Open Purchase Account on which pavmient is due upon your receipt of an invoice from Mateo. Other charges to the Open Purchase Account, in addition to Product purchases and related charges, may include MDBS charges, web maintenance fees, Tool Expo charges, and training costs. If you do not make payment within 21 days of the invoice, the account is deemed delinquent by Mateo. Mateo will assess a $f^5% per week late fee for each week that you fail to pay the balance owed up to SlOO. If you pay within 14 days of the invoice, you may be eligible for purchase discounts, which may var>' fi-om 3% to 5.25% depending upon the volume of purchases. In addirion, if you are not in eoinplianee with the National Distributor Purchase Average requirement, or the_iiurchase average to total sales ratio discussed-jn Item 6 above, your \[olume PavTnent to Terms Bonus will only be available if you pay for purchases within 7 davs of the invoice fsee Item 6 above). As noted in the chart, Mateo will have a security interest in the inventory and receivables and you must sign the Security Agreement noted above (even if you did not sign a Note described in Note (1) above).

(4) Upon termination or expiration of this Agreement, you will pay Mateo interest on the balance owed under your Open Purchase Account as of the date of terminarion or expirafion, at a rate of 22.5% annually, or the maximum rate permitted by law, whichever is lower. In addifion, Mateo may assess you a late fee of S245% per week for each week that you fail to pay the balance owed on the Open Purchase Account following termination.

Installment Contracts fPinehase Security Agreements)

In addition to the financing programs described above, Mateo offers three customer installment financing programs to qualified distributors. The purpose of these programs is to allow you to offer installment

Mateo FDD./PK 237fM^ 6i517SJI 21 3.' '2iaail

financing to your customers in amounts that are beyond your capacity to earr>' as Time Pa>Tnent accounts. If you qualify to participate in the customer installment financing program, you will sell Products to your

Mateo FDD./PK 5^-^3:^75. u 22 3 / ^ l l l L

qualified customers pursuant to an installment sale contract (which is referred to as a purchase money security agreement or purchase security agreement (or ' ' P S A ^ O ^ Mateo will finance the purchase and accept assignment of the installment contracts under the terms and conditions of the Mateo Purchase Security Agreements/Credit Assignment Agreements. Copies of these agreements are attached as exhibits to this Disclosure Document. Mateo may consider one or more of the following factors when evaluating the qualificafions of a distributor for a Purchase Security Agreement and'or the terms under which Mateo will purchase a customer's installment contracts from a distributor: (a) the distributor's purchase average, (b) the distributor's payment histor>' on its open purchase account, (c) the value of the distributor's PSA contracts as compared to cash payments on the distributor's open purchase account, (d) the distributor's collection percentage from PSA accounts, (e) the customer's collecrion history, and (f) the customer's current and past credit history. Customers who are not U.S. citizens and/or may not possess social security numbers may not qualify for financing under the installment eontraet/'PSA program.

Mateo offers three forms of Purchase Security Agreements/Credit Assignment Agreements to distributors: (a) a non-recourse credit assignment agreement, (b) a recourse credit assignment agreement with an addendum which provides that you need not obtain Mateo's prior approval of your credit history and the creditworthiness of the customer provided that the customer does not currently have a charged off account with Mateo (referred to as the "PSA Gold Card"), and (e) a 50% recourse credit assignment agreement (referred to as the "New Tech Program").

Under these forms of credit assignment agreements, upon acceptance of assignment of the customer's installment contract, you will receive a credit corresponding to the value of the net amount financed, less a reser\'e charge, to your open purchase account. This credit will be posted within forty-eight hours of the acceptance of a contract assignment by Mateo.

Under the current form of non-recourse credit assignment agreement, the price paid by Mateo to you for acceptance of the assigned installment contracts will not be less than 85% of the net cash price (although Mateo's current praefice is to assign installment contracts at 91% of the net cash price). However, Mateo may not accept assignment of any installment contract if the sale price exceeds the product's list price. Depending on the amount financed of your promissor.^ note, a percentage up lo 5% of your PSA credit may be applied to reduce the principal on any outstanding Mateo promissory note. Mateo will release you from all liability for the installment contracts, subject to certain exceptions enumerated in the agreement, and provided that you comply with the terms and conditions of the agreement. Under the Purchase Security Agreement/Credit Assignment Agreements, you must collect money owed by customers and remit the money to us. If you do not remit the full amount collected in a timely fashion, we may charge you an administrative fee, eurrendy set at $25 per occurrence, per contract, for delinquent or insufficient pavmients, or inaccurate reporting, as considerafion for, among other things, Mateo's rime and efforts in collecfing monies, addirional correspondence with you, credit bureaus and others, and administrafive time and costs to correct data.

Under the current PSA Gold Card agreement the price paid by Mateo to you for acceptance of the assigned installment contracts will not be less than 95% of the net cash price of the installment contracts (although Mateo's current practice is to assign installment contracts at 97% of the net cash price). However, Mateo may not accept assignment of any installment contract if the sale price exceeds the product's hst price. The 3% deduction from the full net cost price of the assigned installment contracts is a charge payable to Mateo as assignee of the assigned installment contracts.

Under the current PSA New Tech Agreement the price paid by Mateo is 95% of the net cash price of the installment contract with a refundable reser\ e account.

Mateo has fi-om time to time considered developing additional customer installment financing programs that may be recourse or non-recourse credit assignments, and/or may be available only to distributors who (a) qualify to participate; (b) have a minimum of six months or more experience as a Mateo distributor; and (c) are in compliance with their Distributorship Agreement. Curremly, however, the only Purchase Security

Maico FDD/PK 5:*^&^ii52111 23 3/g^aOlliLL

Agreements available are those described above. Mateo expects that if a new installment financing program is developed and offered in the future, participarion in any such program will be voluntar\'.

Equipment Leases

In addition to the two Installment Financing Programs listed above, Mateo also offers a Lease Program for qualified shop owners or other customers of the distributor. The purpose of this program is to offer to qualified customers financing on shop equipment. If you qualify for participation in the lease financing program, you may sell equipment to your customers by offering a closed end lease to your customer, and Mateo will finance the purchase under the Mateo Distributor Lease Agreement, a copy of which is attached as an exhibit to this Disclosure Document. Mateo will purchase the lease from you at a price that is not less than 90% of the value of the leased equipment, but not more than the list price. Mateo will be responsible for the collection of the lease payments until paid in full or until repossession is necessary. If the documents are not correctly and completely executed, Mateo may assign the documents to you for the amount owing under the lease at the time of the assignment.

The current program is a non-recourse program. Upon acceptance of the lease, Mateo will post a credit to the distributor's open purchase account less a reser\'e charge. The reser\ e will not be less than 90% of the sale amount (although current practice is to credit 100% of the sale amount).

Mateo and/or its affiliates have in the past sold, and may in the fumre sell, assign, or discount, with limited recourse, certain accounts and notes receivable. To the extent the notes, contracts, or other instruments require Mateo to provide services to you, Mateo will remain liable to provide such services. However, the third party to whom the note, contract or other instrument is assigned may be immune under the law to defenses to pajTnent you might have against Mateo.

Except as set forth above, Mateo and its affiliates (a) do not directly or indirectly offer or arrange any financing, (b) do not receive direct or indirect payments for placing financing, and (e) do not guarantee your obligarions to third parties.

(11) FRANCHISOR'S ASSISTANCE, ADVERTISING, COMPUTER SYSTEMS, AND TRAINING

Except as listed below, Mateo is not required to provide you with any assistance.

Assistance Prior to Opening. Prior to beginning business under your Mateo® Distributorship, Mateo is required to provide you with the following:

(A) Mateo will provide you with a List of Calls and Potential Customer List (see Article 1.2 of the Distributorship Agreement). Mateo designates List of Calls and Potential Customer List by identifying a minimum of 325 potenrial customers at businesses that generally employ mechanics and other individuals who may be potenrial customers for the Products. Acmal or potential customers may or may not be U.S. citizens and may or may not possess social seeurit>' numbers. Mateo is not required to assess, and is not responsible for assessing, whether the acmal or potential customer is a U.S. cirizen. You will operate as a mobile distributor and will not have a specified place of business. It is generally expected that you will return your truck to your residence each evening, locate the computer at your residence, and otherwise operate the Distributorship from your residence. Mateo estimates that the length of time between the date you sign the Distributorship Agreement and the date you begin operating your Mateo® Distributorship will be between 20 and 45 days, depending on how quickly you can complete training and obtain the tmek, inventor>', equipment and supplies needed to begin operations.

Mateo FDD./PK5i^WM»iii7SJJ. 24 3.04^11.11

(B) Mateo will provide you with the use of a copy of the Manual (see Article 3.10 of the Distributorship Agreement). Mateo reserves the right to provide the Manual electronically or in an electronic or computer-readable format, for example, via the Mateo Distributor Business System, or another method, or on a CD. Following is the Table of Contents of the 0^292 page Manual:

(1)

(2)

(3) 27

Getting Your Business Started on a Sound FoundaUon

How to Become a Successful MATCO Distributor

Getting Started - Day 1

Total Pages

14

(4) 13

Providing Your Customers with Excellent Service 4^

(5) 69

Sales Basics for the Tool Business

(6) 45

Customer Ser\'ice and Special Order Departments

(7) 43

Commercial Financial Services 44

(8) 32

Financial Management

(9) 24

Tool Bo.xes 22

(C) Mateo will provide you or your operator with at least ^ 7 0 hours of mandator ' inirial classroom training (the "New Distributor Training Program") at Mateo's corporate offices in Stow, Ohio, or at such other location as may be designated by Mateo (see Article 3.8 and Article 4.1 of the Distributorship Agreement). You or your operator must successfully complete the New Distributor Training Program before operating your Distributorship. The New Distributorship Training Program will include classroom instrucrion on basic business procedures, purchasing, selling and marketing techniques, customer relations, basic computer operafions and other business and markefing topics selected by Mateo. Mateo will instruct you using the lecmre method, videotape, computer-based training modules, and interactive video courses. The courses are as follows:

TRAINING P R O G R A M

HOURS OF CLASSROOM HOURS OF FIELD (ON-

SUBJECT TRAINTNG THE-JOB)TRAINING<" LOCATION*^'

Introduction/ 35 Hours Not applicable Corporate Information'' Building Tour

Mateo's training faciht>' in Stow, Ohio (see notes 1 and 2 below)

Mateo FDD.'PK 3^^?6^^35i2i 25 3/20441 i / i i

SUBJECT

HOURS OF CLASSROOM

TRAINING HOURS OF FIELD (ON-THE-JOB)TRAINING"* LOCATION'^'

Introduerion to Tool Business

1 Hour Not applicable Mateo's training facility in Stow, Ohio (see notes 1 and 2 below)

MDBS Software Set-Up & Loading

2 Hours 2 Hours Mateo's training facility in Stow, Ohio, and on your Truck (see notes 1 and 2 below)

Open Piuchase Account & Financial Management Tools

14 Hours 5 Hours Mateo's training facilit\' in Stow, Ohio, and on your Tmek (see notes 1 and 2 below)

MDBS/Business Applications

25 Hours 38 Hours Mateo's training facilit>' in Stow, Ohio, and on your Tmek (see notes 1 and 2 below)

Consumer Financial Serv ices

2 Hours 8 Hours Mateo's training facilit\' in Stow, Ohio, and on your Tmek (see notes 1 and 2 below)

Mateo Product Knowledge

31 Hours 10 Hours Mateo's training facihty in Stow, Ohio, and on your Tmek (see notes 1 and 2 below)

Sales Training (Package Selling and Tote Tray Use)

9 Hours 10 Hours Mateo's training facility in Stow, Ohio, and on your Tmek (see notes 1 and 2 below)

Customer Service Issues 2 Hours 7 Hours Mateo's training facility in Stow, Ohio, and on your Truck (see notes 1 and 2 below)

Notes:

Field Training is described in more detail below under the heading "Assistance Provided by Mateo during the Operarion of the Business." Field Training is conducted under the supervision of Tracy Rohrbaugh and may be conducted by a Mateo regional or district business manager and/or one of the regional trainers employed by Mateo. Each regional trainer is a professional educator and has been trained by Mateo for the purpose of training Mateo's Distributors.

Distributor training and development is conducted under the direcrion of Mike Swanson, NationalDirector. Distributor Development Mantiger. Mr. Swanson has been in his current posifion since July 20Q7N'ovember 2010. Mr. Swanson was the National Distributor Develotiment Manager from July 2007 until November 2010. a Mateo Regional Manager fi-om January 2004 until July 2007

Mateo FDD/PK i ^ U ^ ^ h ^ i i l Z l l i 26 3/^ i*^i iLLL

and the National Franchise Sales Manager from June 2002 to January 2004. Prior to that date, Mr. Swanson held positions of National Sales Development Manager, Manager of Distributor Communications, District Business Manager and started his career with Mateo in 1988 as a Mobile Tool Distributor. Tracy Rohrbaugh manages the New Distributor Training Program and super\'ises the classroom and field training conducted at Mateo Tools. Mr. Rohrbaugh has been Mateo's Manager of Training since August 2005. Mr. Rohrbaugh was a Mateo Field Trainer from January 1995 to September 1995 and the Coordinator of New Distributor Training from September 1995 to August 2005. Prior to joining Mateo, Mr. Rohrbaugh ser\'ed in the U.S. Air Force as Training Operations Manager for the 371 ' Training Squadron, 3785^ Training Wing. Training will begin after you sign the Distributorship Agreement. Mateo conducts the New Distributor Training Program on a monthly basis and expects that you or your operator will commence training within two weeks of executing the Distributorship Agreement.

The New Distributor Training Program will be provided to you or your initial operator at no cost, and is generally available within the one month period before you begin operating your Distributorship. In order to ensure the availability of local lodging while attending the New Distributor Training Program, Mateo has negotiated lodging and meal rates on your behalf. The cost of the room and meals will be billed directly to your Open Purchase Accoxmt. Any other charges incurred at the lodging facility will be due and payable directly to the facility at the rime of checkout. In addition to lodging and meals, you will be required to pay all other expenses associated with attending the training, including travel and the salary, fringe benefits, payxoll taxes, unemployment compensation, workers' compensation insurance for any operator who will attend the New Distributor Training Program (see Article 4.2 of the Distributorship Agreement). If you or your inirial operator elects to bring your respective spouse, Mateo will charge a flat fee in the amount of $295.00 for food, lodging and local transportarion. Mateo encourages all distributors to bring their spouses to the New Distributorship Training Program.

Mateo will provide additional training and certification for distributors at such times as it may determine, and you, and your operator, if applicable, must attend this training and complete the certification procedures designated by Mateo. At its option, Mateo may require distributors to pay all or some portion of the cost of providing any such fumre addirional training and/or eertificarion procedures.

(D) Mateo will provide you with the standards and speeificarions for the truck and uniforms required by Mateo for use in your Mateo® Distributorship (see Article 3.6 of the Distributorship Agreement).

(E) Mateo will provide you with the standards and specifications for the computer hardware and sofuvare required by Mateo for use in your Mateo® Distributorship (see Article 3.7 of the Distributorship Agreement). You must comply with Mateo's standards and speeificarions for the computer hardware, software, and communications, and you must regularly update your computer hardware, software, and communiearions to comply with any new or changed standards and specifications. Currently, you are required to purchase a new (unused and not refurbished) Dell Latimde, model 56500E6510 personal computer (a "laptop") meering the requirements described in paragraph 4 of the Software License Agreement (Appendix D, Exhibit O of this Disclosure Document). The MDBS Softw are is designed to assist you in minimizing paperwork and in managing your route and List of Calls, handling .inventory', receivables and order processing functions, and performing other tasks relaring to operating the Distributorship. The MDBS Software performs numerous on-truck functions such as tracking of sales histories and accounts receivable, prinring of receipts and PSA quotes, credit applicarions and contracts, inventory tracking, tool repair tracking support, credit management, order placement, tracking of customers' orders. Product pricing, sales and collecrion records, weekly activity reports, and feedback reports from Mateo.

Mateo provides computer systems maintenance and support services Monday through Friday during the standard hours of 8:00 a.m. through 4:30 p.m., Eastem rime, at Stow, Ohio. Mateo will from rime

Mateo FDD.'PK a j ? 6 6 . 6 i i i 2 i J l 27 3 / ^ ^ l L l l

to time review the MDBS Software for improved funcrionality and operating efficiency. Mateo will make such improvements and enhancements as it deems appropriate and will provide you with the updated software and documentation necessary to make the improvements on your system. You will be required to update your computer hardware and sofKvare from rime to time in order to maintain compliance with Mateo's then-current standards. There are no contracmal limitations on the frequency or cost of your updaring obligarions. You will be responsible for acquiring and maintaining the computer hardware and manufacturer's operating system software required to execute the VIDBS Software. You will be responsible for handling all equipment hard ware/warranty issues directly with the equipment manufaemrers. Except for the MDBS Software, you will have sole and complete responsibility for: (a) your own computer hardware and software as well as the manner in which those systems are maintained, upgraded, and operated in order to maintain compliance with Mateo's standards as they may be modified from time to rime; (b) obtaining and maintaining access to the Intemet through a subscriprion with an Intemet ser\'ice provider or a then-current technologically capable equivalent in accordance with Mateo's standards; (e) the manner in which your systems interact with Mateo's systems and those of other third parties; and (d) any and all consequences that may arise if your systems are not properly maintained, upgraded, and operated. Mateo will have access to certain sales, inventory, and accounts receivable collection information from a distributor's MDBS system. Mateo uses this data to prepare and provide reports to a distributor with key business statistics regarding the distributor's business. All data provided by you, uploaded to Mateo's system from your system, and./or downloaded from your system to the Mateo system, is and will be owned exclusively by Mateo, and Mateo will have the right to use such data in any manner that Mateo deems appropriate without compensation to you.

As described in Item 7, you may lease or purchase the hardware. The costs are estimated to be approximately'S5Q"per"moitth-HHdgf 4eafierif "y<>u qualify'for vendor finaiioing, or S2, #4600 to S2.900 to purchase the equipment. As described in Item 6, the annual computer maintenance and support charges are S400, or $800 if your computer does not safisfy the required configuration.

(F) Mateo will provide you with the standards and speeificarions for the New Distributor Starter Inventory required by Mateo for your Mateo® Distributorship (see Article 3.3 of the Distributorship Agreement).

Assistance Provided by Mateo during the Operation of the Business.

(A) Mateo provides you with a designated trainer for a minimum of 80 hours of inirial Field Training (see Article 4.2 of the Distributorship Agreement). The designated trainer may be a regional trainer and/or a regional or district business manager. The designated trainer will ride with you or your inirial operator on sales calls. Topics covered during Field Training include purchasing, selling and marketing techniques, customer relarions, computer operations, product knowledge, product demonstrations, order placement, credit and collections management, record keeping, and other topics relating to operaring your Mateo® Distributorship. Further informarion concerning Field Training is given in the table which appears under 11(C) above.

(B) Mateo provides you with additional training, product updates and business seminars (see Article 4.3 of the Distributorship Agreement). Your attendance at additional training sessions and business seminars is generally oprional, however, you must attend at least 80% of the Matco-scheduled district sales meetings for your district in any 12-month period.

(C) Mateo will, from time to time, advertise the Products in selected national and regional trade publiearions targeted toward the types of customers served by you and other Mateo® distributorships. Any such advertising is done at Mateo's expense and under Mateo's control.

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(D) Currently, Mateo makes available to you certain catalogs, promotional literature, and other sales materials at no cost. Other materials are available to you at a nominal charge to purchase at your option.

(E) You are not required to conduct any direct mail or media advertising programs for your Distributorship. However, if you determine that direct mail advertising would improve your business, Mateo will, upon your request and at your expense, conduct direct mail markering programs which will include mailings to potential customers on your Potential Customer List. The content, promotional offerings, number, timing, and fi-equency of the mailings will be determined by the mumal agreement between you and Mateo. You must provide Mateo with an updated and verified list of potential customers on your Potential Customer List, including each potential customer's name, work location, and mailing address.

(F) Any Website (as defined below) will be deemed "advertising" under the Distributorship Agreement, and will be subject to (among other things) Mateo's approval. (As used in the Distributorship Agreement, the term "Website" means an interactive electronic document, contained in a network of computers linked by communiearions software, that you operate or authorize others to operate and that refers to the Distributorship, the Marks, Mateo, and/or the System. The term Website includes, among other things, Intemet and World Wide Web home pages.) In eonneerion with any Website:

(1) Before establishing the Website, you must submit to Mateo a sample of the Website format and information in the form and manner Mateo may reasonably require.

(2) You may not establish or use the Webshe without Mateo's prior written approval.

(3) In addirion to any other applicable requirements, you must comply with Mateo's standards and speeificarions for Websites as prescribed by Mateo from rime to time in the Manual or otherwise in writing. If required by Mateo, you must establish your Website as part of Mateo's Website and/or establish electronic links to Mateo's Website.

(4) If you propose any material revision to the Website or any of the information contained in the Website, you must submit each such revision to Mateo for Mateo's prior written approval as provided above.

(G) Mateo provides end-user financing programs to your qualified customers (see Item 10 under "Installment Contracts").

(H) Mateo provides support of your sales and ser\Meing activities through its warranty and non-warrant>' ser\'ice programs.

(ly Mateo provides w€t4;ly-a^^d talleFgen£•y-shipments of Products to you, in accordance with the terms of the Distributorship Agreement (see Article 6 of the Distributorship Agreement).

(J) Mateo provides periodic meetings with Mateo personnel for you and other distributors for the purpose of additional training, Product updates, seminars, motivational programs, and group idea exchanges (see Article 4.3 of the Distributorship Agreement).

(K) Mateo provides you with computer software and support services in order to facilitate your operation of the Distributorship and the performance of your duries in connection with the Distributorship (see Article 3.7 of the Distributorship Agreement).

(L) Mateo will make its then-current tool remm policy available to you. The current poHcy provides that during the term of the Distributorship Agreement or after its expirafion or termination, you may remm

Mateo FDD/PK i^l^<i«r^i5mjl 29 3/^^4011/11

for credit to your open purchase account any eligible Mateo Products purchased from Mateo and listed in the then current Mateo Tools Price List, excluding special order; high obsolescence electronic; and, used or abused Products. Mateo will credit your open purchase account for the eligible remmed Products less a restocking charge, which presemly is 15%. A good faith effort will be made by Mateo to issue credit within 30 days of acceptance of the remmed Products. The criteria for Products that are eligible for return for credh is stated in Mateo's tool retum policy. Mateo will revise its tool remm policy at such rimes as it may determine, and will inform you in writing of any changes when made.

Neither the Distributorship Agreement nor any other agreement requires Mateo to provide any other assistance or serv iees to you during the operation of your Distributorship. As noted in Item 2Q below, however, Mateo has a policy under which it will give you one or more new Mateo tool boxes for successfully referring a prospect who becomes a Mateo distributor. Beginning April 1. 2011. Mateo will enhance this policy by offering a choice between S7.000 in free tools or a tool box instead of only one tool box for..the first successful referral, with additional amounts of free tools or tool boxes for subsequent successful referrals.

Mateo Distributor Advisory^ Councils

Mateo does not have an advertising fund into which a Distributor must contribute, and Mateo does not have local or regional advertising cooperatives in which Distributors are required to participate. Mateo has a Mateo Distributor Advisory Council (MDAC) system to foster and enhance communiearions between Distributors and Mateo. The MDAC system is a strictly voluntary system, with MDACs at the district and regional level. MDAC representatives meet periodically with each other, with Distributors, and with Mateo managers and executives to discuss a variety of system issues. Mateo Distributors are not required to participate or pay any dues or other financial contributions.

(12) TERRITORY

Distributorship Agreement

You will only be allowed to operate your Distributorship at those locations idenrified on the List of Calls and on the Potential Customers List. The List of Calls and Potential Customer List will be idenrified and attached to the Distributorship Agreement. Prior to establishing a List of Calls, Mateo will conduct a survey of various geographic areas, prior Mateo distributor routes, and potential new distributor routes to determine a suitable List of Calls that contains, as of the date of the Distributorship Agreement, a minimum of 325 potential customers, the loearion of which will be identified on the List of Calls. Mateo provides no assurance that the potential customers will acmally become your customers, or that due to economics, demographics or other reasons, the number of actual or potenrial customers, and/or the businesses identified on the List of Calls, will not increase or decrease after the date of the Distributorship Agreement.

As noted above, the Distributorship is a business which operates principally from a vehicle, and which resells the Products to retail customers who are typically individual professional mechanics or businesses which operate from a single location, and who generally purchase the Products for their own use. If, and for so long as, you are in compliance with the Distributorship Agreement, Mateo will not operate, or grant a license or fi-anchise to operate, a Mateo mobile distributorship that will be authorized to sell to any potential customers or acmal customers idenrified on your Potenrial Customer List, if such customers purchase Products at or from the business located and identified on the Potential Customer List (see Article 1.3 of the Distributorship Agreement).

Except for the rights expressly granted to you and provided in the Distributorship Agreement, Mateo retains all rights to sell, and license or authorize others to sell. Products to any customers, at any location, and through any channels or methods of distribution. Without limiting the foregoing, Mateo retains the following rights, on any terms and conditions Mateo deems advisable, and without granting you any rights therein:

Mateo FDD/PKl-'?6fi.635575.11 30 Z/ia^Ulll

1. Mateo, and any affiliates, licensees or franchisees of Mateo, if authorized by Mateo, will have the absolute right to sell the Products, directly or indirectly, or through non-mobile distributors, including commercial sales represematives, (A) to industrial customers, industrial accounts, and owners of vehicle repair businesses (including businesses, entities, govermnental agencies, and others, including those which may be listed on the Distributor's List of Calls, but excluding the Potential Customers) who (i) have central purchasing functions, or (ii) may purchase and/or acquire special order products designed for multiple-party use, which are not included as part of Mateo's regular or special purchase inventory list, or (iii) may purchase Products through a bidding process, such as railroads, airlines, manufacturers, governmental agencies and schools, (B) to industrial and multiple-line and multiple brand wholesale distributors who may resell such Products to any potential purchaser or customer, including your customers, and (C) to vocational training schools and programs, and to the smdents and employees of those schools and programs.

2. Mateo, and any affiliates, licensees or franchisees of Mateo, if authorized by Mateo, will have the absolute right to sell the Products through (A) catalogs, (B) any current or fumre means of electronic commerce, including the Intemet and Mateo's Website, and (C) at special and/or temporary venues (including race tracks, and other motor sports events).

3. Mateo, and affiliates of Mateo, may manufacture and/or sell products that are the same as or similar to the Products, and Mateo's affiliates may sell such products directly, or indirectly through wholesalers, suppliers, distributors or others, to potential customers who are the same as or similar to your potential customers and acmal customers. Mateo has no control over the sales or distribution methods or operarions of its affiliates, and Mateo has no liability or obligations to you due to any sales or distriburion acrivhies of Mateo's affiliates. However, currently, neither Mateo nor its affiliates have any plans to operate a fi-anchise system under different trademarks that offer the same or similar products.

Currently, Mateo sells the Products through its commercial sales department and commercial accounts program which is described in Item 1. Mateo also sells Products to the vocation school market (see Item 1). Except as set forth in Article 1.3, Article 1.4, and Article 3.4 of the Distributorship Agreement, there are no contractual limitations on the ability of Mateo or any affiliate to establish other franchises or company-owned oudets or other channels of distriburion selling or leasing similar products or services under the Mateo® trademark or a different trademark. Mateo will have no liability or obligarion lo you if any customer or potential customer of yours purchases or receives Products through any method or channel of distribution described above, or otherwise reser\'ed to Mateo. Further, Mateo has in the past granted (A) distributorships that do not have any territorial restricrions or limitarions on the distributor, and (B) distributorships that have territories in which the distributor is not limited to selling Products to a specified number of customers. Mateo will use its best efforts to deter such distributors, and other distributors, from selling Products to customers on the Potential Customer List, but Maico cannot and does not provide you with any guaranty or assurance that such distributors will not offer and sell Products to your customers.

The continuation of your rights to sell Products to acmal or potenrial customers under the Distributorship Agreement is not dependent upon achievement of a certain sales volume, market penetration, or other contingency. However, Mateo may terminate the Distributorship Agreement if you fail to:

(A) (i) maintain an inventory of the Products equal to or in excess of the New Distributor Starter Inventory; (ii) purchase Products, on a weekly basis, in an amount not less than 80% of the National Distributor Purchase Average based on your 12-month rolling average or, if you have been in business less than 12 months, based on your year-to-date average; and (iii) maintain a minimum of a ^ ^ 0 % ratio of a caleularion of your year-to-date purchase average divided by your year-to-date sales average;

(B) make personal sales calls on at least 80% of your acmal or potential customers each week and on each of your actual or potential customers at least once each month; and

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(C) attend at least 80% of the Matco-scheduled district sales meetings for your district in any 12-month period.

For information regarding terminated and former Distributors, please see item 20 (but note that the list of Distributors that were cancelled or terminated, or otherwise left the system, includes Distributors who voluntarily or involuntarily "separated" for reasons other than failure to attain 80% of the National Distributor Purchase Average).

If you fail to make personal sales calls to at least 80% of your potential customers for three weeks out of any ten week period, or if you fail to make personal sales calls to each of your potenrial customers at least once each month for three consecutive months, or if you fail to attend at least 80% of the Matco-scheduled district sales meetings for your district in any 12-month period, then your exclusive rights under Section 1.3 of the Distributorship Agreement (described above) may be terminated, reduced, or modified in all respects by Mateo, immediately upon written notice from Mateo to you, and Mateo will have the absolute right to adjust the territory' accordingly or appoint or permit one or more other distributors to sell Products to your potential customers, or to sell directly or indirectly, itself or through an affiliate. Products to your potential customers. (See Article 3.4 of the Distributorship Agreement.)

You do not have the right to relocate the Distributorship without written approval from Mateo's Vice President of Sales. You will not have the right or option to acquire additional Distributorships without written approval from Mateo's Vice President of Sales. If you seek to acquire an additional Distributorship, you must be in compliance with your Distributorship Agreement and all Mateo poHeies, including compliance with the Distributor Plus Guidelines.

(13) TRADEMARKS

You are licensed to operate your business under the name "Mateo® Tools." You are also authorized to use the logo which appears on the cover page of this Disclosure Document. You may only use Mateo's trademarks in the manner authorized in writing by Mateo. You will not have the right to sublicense, assign, or transfer your license to use the Mateo trademarks. You may not use the Mateo trademarks as part of your corporate or other legal name, or as part of any e-mail address, domain name, or other idenrifieation of you or your business in any electronic medium. You must use the Mateo trademarks only in the form and manner and with the appropriate legends as prescribed from time to time by Mateo.

The following is a list of the trademark and ser\'iee mark registrations of Mateo's primary trademarks on the principal register of the United States Patent and Trademark Office (or appHcations on file on the Principal Register):

Registrarion No./ Registration Date/ Mark Serial No. Filing Date

MATCO 1,101,947 September 12, 1978

MATCO 1,115,963 April 3,1979

Eagle Head in Hexagon 1,147,518 February 24, 1981

MATCO TOOLS & Design 2,809,904 Febmary 3,2004

There are no currently effective material determinations of the United States Patent and Trademark Office, Trademark Trial and Appeal Board, or the trademark administrator in any state or any court, no pending infringement, opposition or cancellation proceedings, and no pending material litigation involving these trademarks which limit or restrict their use in any state.

Mateo FDD-TK S^ 564 55225J1 32 a / i t ^ i m

There are no agreements eurrendy in effect which significantly limit the rights of Mateo to use or license the use of these trademarks in any manner material to you. To the knowledge of Mateo, there are no infringing uses which could materially affect your use of the licensed trademarks or other related rights in any state. Mateo is obligated under the Distributorship Agreement to protect the rights which you have to use Mateo's trademarks and other related rights and to protect you against claims of infringement and unfair compefition with respect to the trademarks. However, if anyone establishes to Mateo's satisfaction that its rights are, for any legal reason, superior to any of Mateo's trademarks, trade names or ser\'iee marks, then you are required to use such variances or other service marks, trademarks or trade names as required by Mateo to avoid conflict with such superior rights.

(14) PATENTS, COPYRIGHTS AND PROPRIETARY INFORMATION

Patents

While Mateo and./or Danaher subsidiaries own or may own design patents and'or utility patents on tool chests and possibly other products that might be sold by a distributor, there are no patents that are material to the distributorship.

Copyrights

Mateo filed for, and received, a United States eop>Tight for its Mateo Distributor Business System (the MDBS Program, referred to in Item 5 above). The registration number is TX 2-495-161, and it was made effective on July 5, 1988. Mateo also filed for, and received, a Canadian copyright for the MDBS Program. The Canadian copyright is fitled "Computer Program for Aiding Distributors in the Distribution of Mateo Tools." The Canadian registration number is 437486, and it was made effeerive on October 18, 1994.

Mateo has copyrighted advertising materials and designs, training films, workbooks, the Manual, and items relating to die operarion of Mateo® Disd-ibutorships. Other than the MDBS Program, Mateo has not applied to the United States Copyright Office to register its copyrights.

There are no infringing uses acmally known to Mateo that could materially affect your use of any copyrighted material supplied by Mateo in any state. There are no determinations of the Copyright Office or any court, no pending interference, opposition or cancellation proceedings, nor any pending material litigafion involving such copyrighted materials which are relevant to their use in any state. There are no agreements currently in effect which significantly limit the rights of Mateo to use or Heense the use of these copyrighted materials in any manner material to you.

Confidential Operarions Manual

In order to protect the reputation and goodwill of Mateo and to maintain operating standards under the System and the Marks, you must conduct your business in accordance with the terms of the Distributorship Agreement and in compliance with the provisions of the Manual and any written direcfives issued by Mateo.

Confidential Information

In addifion to the Manual, Mateo will provide you with other confidenfial business informarion and proprietary materials which relate to the operarion of the Distributorship business. You must keep confidential, during and after the term of the Distributorship Agreement, the Manual and all such confidential business informarion and proprietary materials disclosed to you by Mateo. You may not disclose the confidential information or proprietary materials to any person or use them for your benefit except in connection with the operation of your Distributorship business. You will be liable to Mateo for damages caused by any breach of confidenfiality.

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(15) OBLIGATION TO PARTICIPATE IN THE ACTUAL OPERATION OF THE FRANCHISE BUSINESS

You must use your best efforts to promote the sale of the Products and to provide ser\dee and warranty support to your actual and potential customers. You will be responsible for all aspects of managing the business including, but not limited to, extending credit, budgeting, monitoring and collecting rime payment accounts, collecfing PSA Gold Card accounts, sales, purchases, and inventor>' management and control.

You must use your best efforts to timely and accuiately enter,,and maintain, in its entiret\', all business pertinent data on the MDBS business system relative to the operation of the Distributorship, including but not limited to customer data, product data, sales, returns, warranty and payments. Transacfions, must be completed in strict compliance with Mateo's standards,,specifications and procedures, and any unauthorized adjustments, or non-comoliant use or recordafion of transactions (or failure to accurately record transactions) are prohibited.

Mateo expects that most Distributorships will be operated by an individual. The individual will operate the truck and conduct the daily operations of the Distributorship. Mateo recognizes that in some instances you may utilize the assistance of a spouse, friend, or assistant, and often it will be a spouse ("Spouse"). WTiile Mateo recognizes the use of third party assistance in performing some clerical and bookkeeping functions, the appointment and grant of the Distributorship is to you, and Mateo will rely on you to perform the obligarions required under the Distributorship Agreement. If you seek the assistance of a Spouse, both you and the Spouse will be liable for the financial obligations and debts of the Distributorship and for causing you to comply with this Agreement. In addirion, the Spouse must comply with certain obligarions under the Distributorship Agreement, such as, not disclosing confidential information and not engaging in comperitive acrivities (See Item 17 below, and Section 1.6 of the Distributorship Agreement). If the Distributorship is granted to a partnership, corporation, or limited liability company, an individual designated by the partnership, corporarion, or limited liability company must manage the business and personally guarantee all debts and obligarions of the distributorship to Mateo.

While the Distributorship is contemplated to be operated by one individual, if you own more than one Distributorship, you may appoint an "Operator" to operate the second Distributorship, subject our approval. If you have only one Distributorship, and you desire to hire a third party to operate your sole Distributorship, you must obtain prior written authorization from Mateo's Vice President of Sales before doing so. In either ease, you must obtain Mateo's approval, the appointed "Operator" must successfully complete the New Distributor Training Program^ and you must agree to assure that all business information and materials disclosed to you and''or your operator will be kept confidenfial. Your operator must sign a confidenfiality and non-compete agreement, in a form that is acceptable to Mateo, which will contain covenants similar to those described in Items 14 and 17.

(16) RESTRICTIONS ON WHAT THE FRANCHISEE MAY SELL

You may only sell Products and other merchandise approved by Mateo, and you may not sell any products, tools, equipment, or other merchandise which are competirive with any of the Products, except for items that are traded-in by your customers, without Mateo's prior written consent. Mateo reserv-es the right to change the t>'pes of authorized products and services which comprise the Products at any time in our discretion. Further, you may not offer for sale, sell, or distribute any product not approved in advance by Mateo (including, for example, hazardous materials, pornographic materials, or products not related to your business) and you must discontinue the offer, sale, or distribution of products promptly upon notice from Mateo. You may not operate the Distributorship or sell any Products to any person, entity, or business, or at any loearion not identified on the Potenrial Customer List, even if such potential customer or location is adjacent to, or near, a location on your List of Calls or Potential Customer List. Also, you may not sell Products to any customer who moves to a location or business not identified on the List of Calls or Potenrial Customer List. Provided that you comply with the Distributorship Agreement and the requirements of the System, Mateo will not impose any other restricrions upon you as to the goods or services which you may offer or to the customers to whom you may

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sell. Mateo does not impose any restrictions or requirements coneeming the prices at which the Products or other goods or services may be sold by you.

(17) RENEWAL, TERMINATION, TR4NSFER AND DISPUTE RESOLUTION

THE FRANCHISE RELATIONSHIP

This table lists certain important provisions of the Distributorship Agreement and related agreements. You should read these provisions in the Distributorship Agreement attached to this Disclosure Document.

Section in Distributorship

Provision Agreement Summary i

a. Length of the franchise term

Article 2.1 10 Years

b. Renewal or extension of the term

Article 2.2 10 Years

c. Requirements for franchisee to renew or extend

Article 2.2 You must give 180 days notice, but not more than one vear's nrior notice: satisfv all material reauirements of vour current Distributorship Agreement; pay all amounts due to Mateo: modernize your Mateo Tmek and equipment; sign a new Distributorship Agreement (and this new agreement may have terais and conditions that are materially different from the original Distributorship Agreement); and sign a joint and mumal i general release

d. Termination by franchisee

Article 11.1 ^04^ days notice

e. Termination by Franchisor without cause

Not applicable Not apphcable

f Termination by Article 11.2 Mateo has the right to terminate your Distributorship Agreement Franchisor with if you are in breach of the Distributorship Agreement or any cause agreements entered into with Mateo, make an assignment for the

benefit of creditors, face a proceeding in bankruptcy, attempt to assign or transfer without Mateo's consent, abandon the Distributorship, either voluntarily or involuntarily or due to repossession of the Mateo Tools truck and inventory, fail to make timely payments, refuse to perform a physical inventor:>' if required by Mateo, or deny Mateo access to audit books and records. In lieu of terminafion. Mateo mav take certain aetions or implement other changes. See, for example, item 8 above regarding VFTI Bonus, and Section 11.9 of the Di:>tributQrship Agreement.

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Provision


Agreement Summary

g. "Cause" defined - ArteligArtieles If applicable law does not specify' a time period, you will have 30 curable defaults 11.2_and 11^ days to cure a violation of any material provision of the

Distributorship Agreement; you make an assignment for the benefit of creditors; a proceeding is instimted against you in bankruptcy or insolvency; you attempt to assign your Distributorship Agreement without Mateo's consent; or you fail to timely pay any amount due to Mateo

h. "Cause" defined - Article 11.4 You will not have a right to cure if you abandon your non-curable defaults Distributorship; you are convicted of or plead guilt>' to a gross

misdemeanor or felony; your conduct materially impairs Mateo's marks or the System; you refuse to allow Mateo to audit your books; you have been found to have submitted fraudulent credit appHcations; you commit fraudulent act(s); you offer to sell or

I sell any products to customers not identified on your List of Calls ' or Potential Customer List without Mateo's express written

authorization; you cannot perform obligations for six consecutive months or for six months within a period of 18 consecutive months; you die; you commit the same default again within a 12 month period after the previous default that you previously cured; or you commit the same or different default three or more times within any 12 month period, whether or not cured after notice; or you make an assignment for the benefit of creditors or if a voluntary or involuntary proceeding is instimted against you in bankruptcy or under any other insolvency or similar law; or you fail to submit to, or you fail, any dmg or alcohol test required by Mateo.

i. Franchisee's Article 11.5 You must cease using Mateo's marks and the System; remove obligations on Mateo's marks and logos from your Mateo tmek; pay what you termination or owe Mateo pursuant to the Distributorship Agreement, including nomenewal interest on your Open Purchase Account's balance; provide

Mateo with all inventory and financial information for last 12 months; provide Mateo with all customer information; and remm

j . Assignment of the Article 10.5 No restriction on Mateo's right to assign contract by franchisor

k. "Transfer" by Article 10.1 Transfer of any interest in the Distributorship or substantially all franchisee - defined of your Distributorship assets

I. Franchisor approval Article 10.2 Mateo must approve in advance and in writing any transfer made of transfer by by you but will not unreasonably withhold its consent franchisee

Mateo FDD/PK 21?f.6.f)35575.11 36 3/^f^LL±L

Provision


Agreement Summary

m. Conditions for franchisor approval of transfer

n. Franchisor's right of first refusal to acquire franchisee's business

Article 10.2 You are not in default and pay all money owed to Mateo pursuant to the Distributorship Agreement; you sign a joint and mutual general release with Mateo; the transferee meets Mateo's standards; the transferee successfully completes the New Distributor Training Program; and you and the transferee complete all necessar>' assignments and other legal documents. Mateo may also rely on any other reasonable conditions in determining whether to approve the transfer.

Not applicable Not applicable

o. Franchisor's option to purchase franchisee's business

Not applicable Not applicable

p. Death or disabihty of franchisee

q. Noncompetition covenants during the term of the franchise

Noncompetition covenants after the franchise is terminated or expires

Modification of the aereement

Article 11.4 The death of the Distributor is grounds for default and termination of the Distributorship Agreement. You will not have the right to cure if you are disabled to the extent that you cannot perform such obligations contained in the Distributorship Agreement for a period of six consecutive months, or if you die.

Article 11.8 During the term of the Agreement, the Distributor and Spouse must promise that the Distributor, Spouse, the Distributor's employees and the immediate family members of the Distributor and Spouse will not engage in any activities in direct or indirect competition with Mateo, including without limitation, a business that manufacmres, sells, and/or distributes any products that are the same as or similar to the Products, and will not sell or attempt to sell to any customers or Potential Customers of the Distributorship any products that are the same or similar to the

Products.

Articles 10.6 For one year after the termination of your Distributorship and 11.8 Agreement, the Distributor and Spouse must promise that each of

the Distributor, Spouse, the Distributor's employees and the immediate family members of the Distributor and Spouse will not sell or attempt to sell any tools to any customer to whom the Distributor sold Products in the previous 12 months, or to any person or business located on, or identified in, the List of Calls and Potential Customer List if the Distributor had made any sales calls to such person or business in the previous 12 months. Mateo encourages new Distributors to obtain a noncompetition agreement from the previous Distributor in connection with a transfer or assignment of the route, the business or the accounts.

Article 13.5 Any modification must be in writing and signed by both you and Mateo.

Mateo FDD.'PK ^ i ^ ^ ^ i i i l i J J . 37 3/^04011/11

Provision


Agreement Summar\'

t. Integration/merger clauses

Article 13.5 The Distributorship Agreement is the entire agreement between you and Mateo, but this provision will not act, or be interpreted, as a disclaimer of any representation made in this Franchise Disclosure Document or its exhibits or amendments.

u. Dispute resolution by arbitrafion or mediation

Article 12 Except for certain claims, all disputes must be arbitrated in Summit or Cuyahoga County, Ohio

V. Choice of fomm Article 12.9 Litigation must be in Summit or Cuyahoga Count>', Ohio (See Note l_below)

w. Choice of law Article 13.3 Governing law wdl be the laws of the State of Ohio (See Note i below)

Provisions of the Distributorship Agreement giving Mateo the right to terminate in the event of your bankruptcy may not be enforceable under federal bankmptcy l aw( l l U.S.C. See. 101, et seq.).

Notes

1. If a state law requires any modifications to these provisions of the Distributorship Agreement, those modificafions will be found in E.xhibit H, the State-Specific Disclosures and State-Specific Amendments to the Distributorship Agreement.

2. In addirion to the provisions noted in the chart above, the Distributorship Agreement contains a number of provisions that may affect your legal rights, including a mumal waiver of a jury trial, mutual waiver of punifive or exemplary damages, and limitations on when claims may be raised. See the Distributorship Agreement Article 12. We recommend that you carefully review all of these provisions, and all of the contracts, with a lawyer.

(18) PUBLIC FIGURES

Mateo does not use any public figure to promote the Distributorships.

(19) FINANCIAL PERFORMANCE REPRESENTATIONS

The FTC's Franchise Rule permits a franchisor to provide information about the actual or potential financial performance of its franehised and^or franchisor-owned ouflets, if there is a reasonable basis for the information, and if the information is included in the disclosure document. Financial performance information that differs from that included in Item 19 may be given only if: (1) a franchisor provides the acmal records of an exisring ouflet you are considering buying; or (2) a franchisor supplements the informarion provided in this Item 19, for example, by providing informarion about possible performance at a particular location or under particular circumstances.

Presented below are certain operating results from 1,00^006 Distributors in 2-009.--'l-he ohart2MQ^

Chan 19-A reflects -the average gross revenue figures, referred to as "Average Total Completed Business," for the Mateo Distributors, which includes the revenue from the sales of Mateo Products and other products. The information is segregated into thirds, based on Total Completed Business. The informarion in

Mateo FDD/PK 3j7fi ' i 635575.11 38 3 / ^ ^ l L l l

iho chariChart 19-A is explained below. Please read carefully all of the informarion in this Item 19, and all of the notes following the data, in conjunction with your review of the historical data.

Chart 19-A Average Total Completed Business --^009^2fllfl


No. of Distributors Above Average 4-26123

No. of Distributors Below Average ^ 2 1 3

No. of Distributors .\bove Average

No. of Distributors Below Average

No. of Distributors ^ 1 5 2 Above Average 4^185

No. of Distributors -1^184 Below Average 44^149


Presented below are the average sales .margins for the 1,006 Distributors in 2010. The "average sales margins' data is segregated into the same groups as in Chart 19-A.

Mateo's 1.006 Distributors reported the following average sales margins in, 2010:

TOP 1/3

37.3% of purchase price

Middle 1/3


Bottom 1/3


No. of Distributors Above Averaee 243

No. of Distributors .Above Average 246


No. of Distributors Below Averaee 93

No. of Distributors Below Averaire 90

No. of Distributors Below Averaee 130

The infonnation in Chart 19-B is explained in Note 3 below. .Please read carefully all of the infoniiarion in this Item 19. and all of the notes following the data, .in conjunction with your review of the historical data.

Notes

1. The charts reflect the operaring data for 1.00^006 Mateo Distributors in the United States that were in business for all of 20092010, and that reported sales for at least 48 weeks during 30092010. Mateo is not providing, and this chart does not reflect, information regarding Distributors who started during 20092010, or those who left the system or stopped selling Mateo products during 2009201.0. The three groupings of Distributors (Top 1/3, Middle 1/3 and Bottom 1/3) included ^^336 Distributors in efH^h-the Top 1/3 group. 336 Distributors in the Middle 1/3 eroup. and 334 Disu-ibutors in the Bottom 1/3 group.

Mateo FDD./PK * i 5 4 f - 4 i i i 7 i J l 39

2. The terminology, "Average Total Completed Business," as used in thi^-el^itft-Chart 19-A means the total cash or revenue a Distributor received during 2OO92010 including sales tax collected, from the sale of all products and services. This includes revenue from the sale of Mateo Products and products acquired from third parties. The revenue received by the Distributors is comprised of cash sales. Time Payment collecrions from previous sales, credits received by the Distributor from the sale of PSA (Purchase Security Agreements, which are installment contracts; see Item 10 above), cash received based on monthly invoices and customers (usually products sold to a shop or business, and not an individual), and rebates based on timely payments for products (see note 3 below). The average is comprised by adding the total business for all Distributors in the group, and dividing that number by the number of Distributors in the group. This does not include any Volume PajTuent to Terms bonus, or rebate^ pa>anents.

3. Chan 19-B: As discussed in Item 8 above, Mateo sells Products to Distributors at discounts frorn the recommended, list price. And there are var>-ing discounts on different Products, as well as specials, .and promotions throughout the year. Tlie Distributors mav sell the Products at any price they choose. The "sales margin" is the difference between the Distributor's selling price for a Product and the price the Distributor paid for the Product. For example, if a Distributor paid SlOO for a Product and sold..it for S135, the sales margin would be 35% fS135-SlOO = S35: S35 divided by SlOO = 35?/Q.) The "average sales margin" was calculated by each Distributor by adding all of the distributor's, sales margins for all sales in 2010. and dividing that number by the total number of sales made in 2010. The data in Chart 19-B reflects the ehartav'erage sales margins for all Distributors in the sample, segregated by thirds as in Chart 19-A. Each grouping of a tlurd of the Distributors is an average for the Distributors in that specific group (Top 1/3. Middle 1/3 and Bottom 1/3).


5. Substanriation of the data used in preparing the materials in tfethese Item 4^19 charts will be made available to you upon reasonable request.

6. Actual results vary from Mateo Distributorship to Mateo Distributorship. Your sales, revenue and income will be affected by a variet>' of factors, including your sales and marketing skills; your frequency of visits to acmal and potential customers; efforts to collect on unpaid invoices or installment contracts; retail prices you charge for products; discounts you may offer; prevailing economic or market conditions; demographics; interest rates; your capitalization level; the amount and terms of any financing that you may secure; and your business and management skills.

7. Other than revenue figures above, the ohat-t doegeharts do not include any estimate of, or specific or historic data regarding, costs, expenses or debts that a Distributor has incurred, or may in the future incur. We caimot predict or project your costs and expenses. The following is a list of the types of expenses that a Mateo Distributor may incur:

• Labor costs, including payroll, taxes and benefits (which may include health and/or life insurance, vacation, and pension plan contributions) for you, the individual Distributor, or any employee.


• Truck costs, including lease or purchase pa>'ments, maintenance, gas, and similar costs.

• Insurance.


Mateo FDD./PKa.*^fjM.2ii2yj. 40 3.at*:4 jl l / l I

The t\'pes of expenses, and the amount of costs and expenses, are likely to vary from Mateo Distributor to Mateo Distributor and from list of calls to list of calls. These may not be all of the expenses that you may incur.

8. Prospective distributors should be aware that in evaluating a financial performance representarion or an earnings claim that includes revenue or sales figures only, or does not include all costs of goods sold, operating expenses, and other expenses, that costs and expenses must be deducted from the gross revenue or gross sales figures to obtain net income or profit. This Item 19 financial performance representarion does not include net income or profit.

9. The information in this Item 19 reflects the aggregate results of 1,60^006 Mateo Distributors. It is not a representation or guarantee that you will or may achieve any particular level of revenue, sales, or profits in the operation of your Distributorship. We cannot esrimate or predict the results that you may experience as a distributor. You are strongly advised to conduct an independent investigation of this opportunity to evaluate the expected or potential costs and expenses you will incur as a Mateo Distributor. You should consult your attorney, accountant, and other professional advisors. Also, current and former Distributors listed in this Disclosure Document may be one source of information.

10. Except as disclosed above, we do not make any written or oral representarions or statements of acmal, average, projected, or forecasted sales, profits, or earnings to prospeerive distributors. We do not furnish any oral or other written informarion concerning the actual or potenrial sales, costs, or income of your business. We do not authorize any person represenring us to furnish this type of information or to represent or estimate to prospeerive distributors, any dollar figures relating to a distributor's operarion. You understand that i f you receive any unauthorized representarions as to eamings, sales, profits, or prospects or chances for success, you should not and will not use or rely on any representations as you consider your purchase of a Mateo Distributorship.

(20) OUTLETS AND FRANCHISEE INFORMATION

As of December 31, 2(Mli92£iQ, Mateo had 1,44?3418 operarional Mateo® Distributorships and «o l company-owned Mateo® Distributorships. The following tables provide information coneeming the Mateo® Distributorships by state:

Table 1 Systemwide Outlet Summary

For years 3W7-2008. 2QQ9 and 2010 (Note 1)

Outlet T\'pe Year Outlets at the Start of the Year

Outlets at the End of the Year

Net Change

Franehised M072miS 44W1479 44^1443 mm 447^1443 4443-1462

200921M 4445-14^2 44^141S 49(44)

Company-Owned 0 0 0

3<WS2009 0 0 0

300920111 0 05 05

Mateo FDD..^PK ^^^^2£JXil 41 3 / j I j ^ i [ : t |

Outlet Ty^e Year Outlets at the Start Outlets at the End Net Change of the Year of the Year

Total Outlets 20072QflS 44901479 (4442^

2008ZQflS 447-91443 444g.l462 f ^ I 9

20092fllfl -I44; 1462 44^14^3. 49C3gj

Notes:

(1) All numbers are as of the fiscal year end. Each fiscal year ends on December 31.

Mateo fDD/PK34^^^^^2mAl 42 3/ 04411/1:

Table 2 Transfers of Outlets from Franchisees to New Owners (other than the Franchisor)

For years 2aft7-t«2flQ8. 2009 and 2010 (Note 1)

State (Note 2) Year Number of Transfers

Arizona 2 ^ 2 Q M 2

20©82flQ9 34

41

Arkansas 30072mi8 0

300«2fiQ9 01

30092010 40

California 20072008 10

30082009 0

30092010 01

Colorado 3007200a 0

30082QQ2 01

30092100 40

Connecticut 30072008 0

30982002 01 1

3009201D 10

Florida 30072008 0

30082002 02

30092010 31

Georgia 30072008 0

02

30092010 Ofl

Illinois 30072008 40

30082002 02

30092010 2

Indiana 30072008 0

30082002 01

30092010 4a iTfMttsigftaFowa 3(»072fiOa 30

30082002 0

30092010 1

A l i i ' h i f H n l .nii iMfiiia 30072008 0

30082009 01

Mateo FDD/PK 2376fi.63?5?5.11 43 3/^0441 l.-'ll


30092010 30

MinnosntflMich ip jui 30072008 0

30082002 02

30092010 31

MnntnnnMinnpsntfi 30072008 0

30082002 02

30092010 40

New JcrsoyMontana 30072008 0

30082002 01

30092010 40

New .Moxicolfirscy 30072008 0

30082002 01

30092010 40

New ¥of ltMe\ico 20072008 0

30082002 01

20092010 5fl

Ohi«\e\v York 30072008 40

30082002 05

30092010 0

PemisyiviHiHtO kl a h om a 30072008 0

30082002 0

30092010 1

Te*ftsf*en n s vl vailia 30072008 40

30082002 I

30092010 41

Viip.inittTexas 30072008 01

30082002 04

30092010 10

Wash i 11 tn n Vi rwi n i a 30072008 0

3(M»82002 01

30092010 30

WkionsmWa shin OXQH 30072008 40

30082009 02

30092010 0

Mateo FDD.'PK i^!^fi<*.42il75Jl 44 3/^i^jLUUL


Total 30072008 9 i

30082002 35

30092010 ^ 1 2

Notes:

(1) All numbers are as of the fiscal year end. Each fiscal year ends on December 31. (2) States not listed above did not have any activity or distributorships during these three years.

Table 3 Status of Franehised Outlets

For years 30074»2flQS. 2009 and 2010 (Note 1)

State Year Outlets at Start of

Year

Outlets Opened

Terminations

Non-Renewals

Reacquired by Franchisor

Ceased Operations

Other Reasons

Outlets at End of

the Year

Alabama 300720 08

4416 ^1 1 2

300820 02

4^11 4 +412

300920 10

44J2 2.f 4712

Alaska 300720 08

7 2 i =i 5

30082Q 02

4 4 5

30092Q 10

5 5

Arizona 300720 OS

2 SI

0 2 ~ ^ 742 442 2 7

300920 10

4 ^ 3 i 21 4441

Arkansas 300720 08

4718 34 4^^il

02 -1 12 5 491L

300920 10

4921 ^1 3 34-12

CaGfornia 300720 08

4-0 194 37n 36 3^2^ 494177

Mateo FDD/PK2r66.6J5575.l] 45 3/j^:4ai i . i i


Year

Outlets Opened

Terminations

Non-Renewals


Ceased Operations

Other Reasons

Outlets at End of

the Year

300820 02

+94.172 4716 2 3 3421. 477j65

200920 10

477165 16 76 3422 44-5153

Connecticut

300720 08

4415 3 4 1 4412

02~ ^1 1 17

300920 10

17 1 4 4^11

Cojarado 30O720 08

342i 76 4 1

5 ^ 2 6

^ 0 OS 2 Q 02~

3426 42 1 3411

300920 10

3^11 91 4 41-26

Delaware 300720 08

3 4 1 ^2

200820 02

1 ^1

300920 10

31 i 4 +2

Dis:rict of Cojumbia

300720 OS

0 0

300820 02

0 0

300920 10

0 0

Flonda 300720 08

892Q 4^12 32 4015 9^82

0 2 ~ 9082 43J2 72 4414 S3S1

30^20 10

83S1 -1-7 33 442 8328

Gei rgia 200720 0 8 ^

59 1 S95i

200820 0 2 ~

^955 2 9S

300920 10

75 1 53

1 Mateo FDD/PK 5575.11 46 3/ 04411/11


Year

Outlets Opened

Terminations

Non-Renewals


Ceased Operations

Other Reasons

Outlets at End of

the Year

Hawaii 300720 08

4Jfi 42 1 4011

300820 02

4011 -1 4 1 11

300920 10

11 +2 41 441^

Ida no 300720 08

+011 4 448

300820 02

448 1 4 S2

300920 10

S2 4 2 n llliDois 300720

08 411 4 4 42 ^ 8 2

300820 02

8082 4412 1 ^1

30^20 10

^ 8 6 432 1 •?12 8482

Indiana 300720 08

34M ^2 1 42 5812

300820 02

^12 71 1 71 i718

300920 10

^8 1 46 ^ 1 9

lov-a 300720 08

4716 2 4412

300820 02

4412 34 42 4712

300920 10

+7i£ +5 4^20

Kansas 300720 08

44i4 2 1 41 4411

300820 02

4412 2 4 -3 l a i i

300920 IQ

31 1 441^

Mateo FDD/PK 2^-7-^35575, i i 47 3 / i i ^ 4 a i L l i


Year

Outlets Opened

Terminations

Non-Renewals


Ceased Operations

Other Reasons

Outlets at End of

the Year

Kentucky 300720 OS

3324 41 5 1 1 3421

]£00820 0 2 ~

3421 41 1 4 1 3524

300920 10

^ 2 4 51 1 3412

LoLisiana 300720 08

4414 +2 14

300820 02

14 31 1 21 4411

20<M»20 10

441^ 5 i 1 4411

Ma ne 300720 08

3 3

300820 02

3 i 52

300920 10

5-2 T 4 24

Maryland 20*>720 08

35 41 1 4 54 5411

200^2ft 02

3411 4 +2 1 +2 5426

300920 10

5426 1 31 4 2 3424

Massachusetts

300720 08

4712 1 51 441Q

300820 02

4310 I 4 1 44)11

3O0920 10

ion 26 1 4416

Michigan 300720 08

4452

•) 48 4350

300820 02

4 3 ^ 31 40M

3'00'92 0 i f l ~

52 i 5 4452

Mateo FDD/PK 2j766.635575.1 1 48 3/2U44I i / u


Year

Oudets Opened

Terminations

Non-Renewals


Ceased Operations

Other Reasons

Outlets at End of

the Year

Minnesota 21M)?20 08

5026 +6 31 3422

300820 02

2622 2 1 41 3712

300920 10

3710 74 4 54 30

Mi^ sissippi 300720 08

4412 31 1 1 1 12

300820 02

12 54 4 4 1 4315

30^20 10

441i 4 4 15

Missouri 300720 08

2922 3 21 1 31 3725

300820 02

3^25 3 1 4 3424

300920 10

24M 54 4 4 21 3425

Montana 200720 08

44 4 4

200^20 02~

4 1 1 4

300920 10

4 1 1 4

Nebraska 300720 08

45 42 1 46

30(>820 02

46 31 4 2

3(»0920 10

42 1

Nevada 300720 4412 1 4 1 +31Q

200820 02™

4310 4 5 10

20092£t 10 1 2 4011

1 Mateo FDD/PK^^^^^^35575.11 49

State Year Outlets at Outlets Termi Non- Reacquired Ceased Outlets at Start of Opened nations Renewals by Franchisor Operations End of Year Other

Reasons the Year

Nei t' Hampshire

30t)72Q OS

97

300820 02

300920 46 10

Nev Jersey 300720 08

4441 42 3 52 4412

300820 02

4412 -I 2 9i 5714

20^20 10

5714 54 21 41 34

Nev Me dco

300720 08

4412 41 42 4715

300820 02

4^15 41 72 4416

300920 10

4416 51 1 21 4411

Nev York 200720 OS

4560 1 42 91 4056

20 ( ii.2 i fi2~"

4056 4 21 58 4451

30092Q 10

4451 410 3 81fl 4448

No-th Ca-olina

300720 08

54 6 52 2 4451

200j 20 02~

4451 6 21 4452

300920 IQ

412 4 46 4358

No-th Dakota

300720 08

2 2

TtUUfO

02~ 2 1 21

200920 l O "

21 1 54

Oho 300720 08

5047 42 3 41 4751

200820 02~

4751 75 1 54 51

Mateo FDD/PK £j^^^>Mj35575.11 50

State Year Oudets at Start of Year

Outlets Opened

Terminations

Non-Renewals


Ceased Operations

Other Reasons

Oudets at End of

the Year

300920 10

51 41 44 41 4 4 ^

Oklahoma 300720 08

4412 s 1 21

300820 02

471i 1 42 +2 4414

3OO920 10

4414 3 1 j 2 4415

Oregon 3O0720 M

4411 34 1 4 11

300820 02

11 41 41 4411

3(tO920 10

4411 51 1 41 4410

Pernsyl-vaida

300720 08

4744 2 21 ^ 4442

300820 02

4442 54 1 41 42

300920 10

42 48 42 3 4345

Puerto Rico 300720 OS

4410 1 4 1 10

300820 02

10 42 1 4 4011

20^20 10

4011 3 4 11

Rh^de Island

300720 08

2 2

300820 02

2 1 21

300920 10

31 4 1

South Ca-olina

300720 08

4415 2 1 4 4416

200820 02~~

4416 2 42 4 4412

30092Q 10

4412 34 1 41 4314

South Dakota

300720 OS

54 2 4 46

1

1 Mateo FDD.'PK 3i7f-ii'v635575.11 51 3./^a46i i / i 1


Year

Outlets Opened

Terminations

Non-Renewals

Reacquired ' by Franchisor

Ceased Operations

Other Reasons

Oudets at End of

the Year

3(t0820 02

46 6

300ft'n l f l~

6 1 2

Ternessee 300720 08

3726 46 1 42 3422

200820 Q2~

2422 2 42 24 391Q

300920 10

2910 -6 2 41 5011

Te as 300720 OS

444129 2225 21 15 439138

200821i 02

4^138 3421 4 15 458146

300920 10

45^146 3512 5 4418 444140

Ut£h 300720 13 3 41 4515

300820 02

4415 51 42 4414

300920 10

4414 4 21 4411

Vermont 300720 08

42 3 2

300820 02

2 2

300920 10

2 1 21

Virginia 300720 08

5815 45 21 5 5424

300820 02

5414 42 4 43 5411

300920 10

-5421 -25 4 51 33

Washington

300720 08

5411 411 5£ 5515

200820 02~

5515 441 1 5411

300920 Iii

5411 54 1 6 5428

1 Mateo FDD/PK :i^^^i55711i 52 A j ^ n - i i


Year

Outlets Opened

Terminations

Non-Renewals


Ceased Operations

Other Reasons

Outlets at End of

the Year

West Virginia

300720 08

4 4 1

300820 02

1 1 42

30* 20 1 10 '

42 4 2

Wi. consin 300720 OS

4444 7 1 i

42 4443

300820 02

4441 76 4 1 72 4542

300920 10

4542 2 2 310 4742

Wvt)ming 300720 08

46 3 1 ^1

300820 02

45 4 4 42

30^20 10

42 4 2 1 96

Totals 300720 08

44901479 34^211 5 4 ^ 82 0 487200 44791441

204 820 0 2 ~

44791443 345215 4341 0 300152 ^4431462

3O0920 10

44441462 344188 4451 52 1

0 1 443179 44431418

Notes:

(1) Al l numbers are as of die fiscal year end. Each fiscal year ends on December 31.

Mateo FDD/PK £*?<*^35575.1 1 53 3/mmiLLL

Table 4 Status of Company-Owned Outlets

For years 3007-to2008.2009^M2010

State (Note 1) Year Outlets at Start of the Year

Oudets Opened

Outlets Reacquired

From Franchisee

Outlets Closed

Outlets Sold to

Franchisee

Outlets at End of the

Year

Massachusetts 30072QOS 0 0 0 0 0 0

30082009 0 0 0 0 0 0

30092010 0 06 0 01 0 05

Totals 30072008 0 0 0 0 0 0

30O82QQ2 0 0 0 0 0 0

30092010 0 06 0 01 0 05

Notes:

(1) i2f

States not listed did not have any activities, outlets or distributorships. -A? ^ *r-Marcb-14:-~30-H)L--Uwre--are--6-cwm paftv >wtied-outl< M.itco employea?-) m Massachusettg.' • There ware none, in any state, in 2007, 2008 ond 2009.

Table 5 Projected Openings As Of December 31, 3OO94(M^2010 for 2011 tNote 1)

State Franchise Agreements Projected New Projected New Signed But Outlet Not Franehised Outlet In Company-Owned

Opened The Next Fiscal Year Outlet In The Next Year

Alabama 3 Alaska 2 Arizona 4410 Arkansas 3 California 4411 Connecticut 5 Colorado 6 Delaware 2 District of Columbia 2 Florida 9 Georgia 7 Hawaii 2 Idaho 2 Illinois 8 Indiana 5 Iowa 3 Kansas 4 Kentucky 4 Louisiana 5 Maine 2 Mar>'land 5 Massachusetts 5 61 Michigan 6

Mateo FDD/PK 5^^4ifr^i5i25JI 54 yjum] ];\\

state Franchise Agreements Signed But Oudet Not

Projected New Franehised Outlet In

Projected New Company-Owned

Opened The Next Fiscal Year Outlet In The Next Year

Minnesota 6 Mississippi 5 Missouri 5 Montana 3 Nebraska 3 Nevada 3 New Hampshire 3 New Jersey 8 New Mexico 4 New York 6 North Carolina 5 North Dakota 2 Ohio 5 Oklahoma 5 Oregon 5 Pennsylvania 6 Puerto Rico 2 Rhode Island 2 South Carolina 4 South Dakota 2 Tennessee 5 Texas 14 Utah 3 Vermont 2 V'irginia 5 Washington 6 West Virginia 2 Wisconsin 5 Wyoming 0 Total 0 340218 41

Notes:

(1) For the fiscal year beginning Januar>' 1,30102011.

Attached as Appendix B is a list of the addresses and telephone numbers of our Active Distributors. Attached as Appendix C is a list containing the name, city and state, and current business telephone number or last known home telephone number of every distributor whose Mateo Distributorship has, within the one-year period immediately preceding December 31, 30092010 been terminated, canceled, not renewed, or who has, during the same period, otherwise voluntarily or involuntarily ceased to do business as a Mateo distributor, or who has not communicated with Mateo during the ten-week period preceding the date of this Disclosure Document. {Mateo's record of "no communication" indicates distributors for whom there have been no purchases from Mateo during the six-week period ended December 31, 30092()10.) If you buy a Mateo Distributorship, your contact information may be disclosed to other buyers when you leave the franchise system.

No distributors have signed a confidentiality clause in a distributor agreement, setdement or other contract within the last three years that would restrict their abilit\' to speak openly about their experience with Mateo Tools.

Mateo FDD./PK 1376f..635575.11 55 3/jl<:4411.-ll

As of the date of this disclosure document, there are no Mateo Distributor associations in existence regardless of whether or not they use our trademark.

A^oted-iH4t«iH4- above, Mateo currently has a policy under which it will give one or more Mateo tool-boxes free to an existing distributor or Danaher employee for referring a prospect who becomes a Mateo distributor. Beginning April I. 2011 , Nlatco wilLenlian_au.his_KOLlic offcrinfi_a choice betweerLS2,O0Q in free tools or a tool box for the first refen'al. instead of only one tool box under the currenl policy. Mateo may increase the value of this referral bonus for multiple referrals who become Matco.distributors in a 12-month period.

(21) FINANCIAL STATEMENTS

Attached as Appendix A are:

(1) The audited financial statements of Mateo for the periods ended December 31, 30092010, December 31, 2Q0S2009, and December 31, 20072008 which includes the balance sheets for the periods ended December 31, 30092010 and December 31, 3OOS20O2 the related statements of earnings, stockholder's equity and cash flows for each of the three years ended December 31, 2010, 2009, 300 7 and 3OO7200S.

(22) CONTRACTS

Attached to this Disclosure Document as Appendix D is the Mateo Tools Distributorship Agreement, with the following exhibits attached thereto:

Exhibit A List of Calls and Potential Customer List Exhibit B [Reserved] Exhibit C Installment Promissory Note Exhibit D Securit\' Agreement Exhibit E Distributor's Purchase-Securit>' Agreement Credit Assignment Agreement Exhibit F Addendum and Guarant\' to Distributor's Purchase-Security Agreement

Credit Assignment Agreement Exhibit G Purchase Money Security Agreement Exhibit H Purchase Money Security - Master Agreement Exhibit I End User's Credit Application Subject to Mateo Tools/P.S.A. Credit

Approval Exhibit J Distributor's Purchase Security Agreement Recourse Credit Assignment

Agreement Exhibit K-1 Purchase Money Security Agreement - New Tech Recourse Exhibit K-2 Purchase Money Security Agreement - Gold Recourse Exhibit L Distributor Lease Agreement Exhibit M Shop Owner Lease Applicadon Exhibit N Equipment Lease Agreement Exhibh O Mateo Distributor Business System Software License, Maintenance and

Support Agreement and Information Form Exhibit P Guarantee, Indemnification, and Acknowledgment Exhibit Q Mateo Tools Web Page Agreement

Attached to this Disclosure Document at are the following other contracts:

Appendix I is the : Mateo Distributor Consent to Alcohol and Drug Testing form^ Appendix.!:... . Mutual Release Agreement

Mateo FDD.'PK 3j"l)f].635375.11 56 3/ 4^4411/11

(23) RECEIPTS

The last page of this Disclosure Document is a detachable acknowledgement of receipt.

Mateo FDD/PK aj?li(r635575.11 57 3/^04411/11

MATCO TOOLS


APPENDIX A: FINANCIAL STATEMENTS

I Mateo FDD/PK 23'?fi6,6mZfJI 3/2^11111

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C O N S O L I D A T E D F I N A N C I A L S T A T E M E N T S

NMTC, Inc. and Subsidiaries Years Ended December 31, 2010, 2009 and 2008 With Report of Independent Auditors

Ernst & Young LLP

sU ERNST &YOUNG

NMTC, Inc. and Subsidiaries

Consolidated Financial Statements

Years Ended December 31, 2010, 2009 and 2008

Contents

Report of Independent Auditors 1

Consolidated Financial Statements

Consolidated Balance Sheets 2 Consolidated Statements of Eamings 3 Consolidated Statements of Stockholder's Equity 4 Consolidated Statements of Cash Flows 5 Notes to Consolidated Financial Statements 6

1011-1207287

I =!l ERNST &YOUNG

Ernst & YounQ LLP 621 East Pratt Street Baitimore, MD 21202

Tel: 1 410 539 7040 Fax:-*- 1 410 783 3832 www.ey.com

Report of Independent Auditors

To the Sole Stockholder of NMTC, Inc.

We have audited the accompanying consolidated balance sheets of NMTC, Inc. and subsidiaries (a Delaware corporation and a wholly owned subsidiary of Mateo Tools Corporation) as of December 31, 2010 and 2009, and the related consolidated statements of eamings, stockholder's equity and cash flows for each of the three years in the period ended December 31, 2010. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Company's internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the consolidated financial position of NMTC, Inc. and subsidiaries at December 31, 2010 and 2009, and the consolidated results of their operations and their cash flows for each of the three years in the period ended December 31, 2010 in conformity with U.S. generally accepted accounting principles.

March 9,2011

1011-1207287


Consolidated Balance Sheets (In Tliousands, Except Share Data)

December 31

Assets Cash Accounts receivable, less allowance for doubtful accounts of

$362 and S307, respectively Current portion of notes receivable, less allowance for credit

losses of $53 for both periods Current portion of purchase security agreements receivable,

less allowance for credit losses of S976 and Sl,071, respectively

Inventories

Prepaid expenses and other current assets Total current assets

Intercompany advances, net Property, plant, and equipment, net Investment in related party-Investment in Danaher Finance Company Notes receivable, less allowance for credit losses

of S445 and $403, respectively Purchase security agreements receivable, less allow^ance

for credit losses of S 1,094 and SI, 134, respectively Total Assets

Liabilities and stockholder's equity Trade accounts payable Accrued expenses Deposits Taxes payable Current portion of deferred tax liability Total current liabilities

Long-term portion of deferred tax liability Total liabilities

Common stock. SO.Ol par value; 1,000 shares authorized; 100 shares issued and outstanding

Additional paid-in capital Retained eamings Accumulated other comprehensive income Total NMTC, Inc. stockholder's equity Non-controlling interest Total stockholder's equity Total liabilities and stockholder's equity

See accompanying notes.

2010 2009

s 1,400 $ 592

23,709 19,606

3,493 3,382

63,856 68,437 12,723 8,644 1,063 2,512

106,244 103,173

278,199 234,467 5,578 5,892

501 1,560 77,500 77,500

29,153 25,744

71,696 72,501

s 568.871 S 520,837

s 16,464 $ 14,887 7,802 6,246 4,146 3,998

21,572 22,255 3,333 465

53,317 47,851

1,138 1,535 54,455 49,386

33,936 33,316 476,226 435,563

294 178 510,456 469,057

3,960 2,394 514,416 471.451

s 568,871 s 520,837

1011-1207287


Consolidated Statements of Eamings (In Tlwusands)

Year Ended December 31 2010 2009 2008

Net sales Other revenues Total revenues

Cost of sales Selling, general and administrative expenses Related party fees and expenses Total expenses

Eamings before income taxes Income taxes Consolidated net eamings Less: Net eamings (loss) attributable to

noncontrolling interest Net eamings of NMTC, Inc.


% 252,786 S 235,481 S 256,241 28,100 27,908 31.342 280,886 263,389 287,583

136,947 128,398 142,277 42,062 41,697 42,542 35,605 43.579 37,031 214,614 213.674 221,850

66,272 49,715 65,733 24,043 17.067 24.700 42,229 32,648 41,033

1,566 890 (239) $ 40,663 S 31,758 S 41.272

1011-1207287


Consolidated Statements of Stockholder's Equit>' (In Thousands)

NMTC, Inc. Stockholder

Additional Common Paid-in Retained

Stock Capital Eamings

Balance at December 31, 2007 Net eamings Decrease from translation of foreign financial statements Capital contribution from Danaher Corporation

related to share-based payments Balance at December 31, 2008

Net eamings

Increase from translation of foreign financial statements Capital contribution from Danaher Corporation

related to share-based payments Balance at December 31. 2009

Net eamings

Increase from translation of foreign financial statements Capital contribution from Danaher Corporation

related to share-based payments Balance at December 31.2010


Accumulated Other

Comprehensive Income

Non-Controlling Interest

$ 31,826 $ 362,533 41.272

721 32.547 403.805

31.758

769 33,316 435,563

40,663

620 - S 33.936 S 476,226 5

233 S

(247)

(14)

192

178

116

294 S

1,504 890

2,394 1,566

Total

1,743 $ (239)

396,335 41.033 (247)

721 437.842

32,648 192

769

471,451 42,229

116

620 3.960 S 514,416

1011-1207287


Consolidated Statements of Cash Flows (In Thousands)

Operating acti\ities Net eamings Adjustments to reconcile net eamings to net cash

provided by operating activities: Depreciation Share-based compensation expense Decrease in investment in related party Deferred income taxes (Increase) decrease in accounts receivable, net Decrease (increase) in notes receivable, net (Increase) decrease in inventories Decrease (increase) in prepaid expenses and

other current assets Increase (decrease) in accounts payable Increase (decrease) in accmed expenses Increase (decrease) in deposits Decrease in taxes payable

Net cash provided by operating activities

Investing activities Purchases of property, plant, and equipment Proceeds from sale of property, plant, and equipment Net cash used for investing activities

Financing activities Advances to Parent, net Net cash used in financing activities

Effect of exchange rate changes on cash

Net increase in cash Cash, beginning of year Cash, end of year

Supplemental disclosures Cash state income tax payments, net of refunds

See aeeompanying notes.


$ 42,229 S 32,648 S 41,033

693 797 774 620 769 721 1,059 13 219 2,471 (5,188) 1,053 (4,103) 1,306 921 1,866 193 (985) (4,079) 2,908 263

1,449 (1,394) 166 1,577 (777) (411) 1,556 2,262 (3,731) 148 578 (59) (683) (1,392) (553)

44,803 32,723 39,411

(388) (605) (685) 9 - -

(379) (605) (685)

(43,732) (32,013) (38,463) (43,732) (32,013) (38,463)

116 192 (247)

808 297 16 592 295 279

S 1,400 S 592 S 295

462 S 797 S 898

1011-1207287


Notes to Consolidated Financial Statements

December 31, 2010

1. Basis of Presentation

NMTC, Inc. d/'b/a Mateo Tools (the Company) is a wholly owned subsidiary of Mateo Tools Corporation. Mateo Tools Corporation operates as an indirect wholly owned subsidiary of Danaher Corporation (Danaher). NMTC, Inc. is a national manufacturer and distributor of high quality professional mechanic tools.

During 2005, NMTC, Inc. organized wholly owned subsidiaries NMTC Holdings ULC and NMTC Partners Inc. as entities in Canada to operate Mateo Tools Canada, formerly NMTC Canada, to do business in Canada as a distributor of high quality professional mechanic tools.

On December 1, 2007, NMTC Holdings ULC, and its related ownership interest in Mateo Tools Canada, was merged into Joslyn NSULC, a wholly owned subsidiary of Joslyn Holding Company, which is a wholly owned indirect subsidiary of DH Holding Corporation. The investment in related party on the balance sheet relates to the merger and includes a note receivable from NMTC Holdings ULC and an investment in Joslyn NSULC. On December 1, 2009, Joslyn NSULC changed its name to AB Sciex ULC. The company name was changed again on June 30, 2010 to Argo Canada Holding ULC. The results of operations of Mateo Tools Canada are included in the financial statements of NMTC Inc., as NMTC Inc. is the general partner and maintains control of the daily operations of Mateo Tools Canada.

2. Summary of Significant Accounting Policies

Revenue Recognition

In order for sales to qualify for revenue recognition, there must be persuasive evidence of a sale, delivery must have occurred, the price to the customer must be fixed and determinable, and collectibility of the balance must be reasonably assured. The Company's standard terms are FOB shipping point and, as such, the Company principally recognizes revenue for product sales upon shipment. Product returns and customer allowances are estimated based on historical experience. The Company provides financing to certain of its customers. The sale of the underlying financed product is recorded as noted above. The note receivable for the outstanding customer balance is classified as a current and non-current asset based on terms, which range up to 120 months.

Other Revenues

Other revenues consist primarily of eamings from financial services as the Company provides financing to certain of its customers. Interest bearing notes mature through 2020. Interest income is recorded as eamed and interest rates on these receivables range between 4.90% and 22.5%.

1011-1207287

N M T C , Inc. and Subsidiaries

Notes to Consolidated Financial Statements (continued)

2. Summary of Significant Accounting Policies (continued)

Accounts Receivable, Notes Receivable and Allowance for Doubtful Accounts

The Company's receivables consist of the following:

• Accounts receivable - There are transactions within this balance relate to trade receivables due from franchisees and commercial customers.

• Notes receivable - This consists of notes receivable from franchisees to fund their initial investment.

• Purchase security agreements receivable — This includes loans to the franchisees' customer network. Collateral for these receivables typically consists of the business assets of the customer.

All receivables are carried at face value less an estimated allowance for doubtful accounts and credit losses. Risk of loss for expected future uncollectible receivables is substantially covered under an insurance policy issued by Danaher Insurance Company. See Note 4 - Related-Party Transactions. The Company maintains an allowance for estimated losses not covered by its insurance policy resulting from the inability of the franchisee, customers and franchisee customers to make required payments. The allowance is established and periodically revised based upon known bad debt risks and estimates of potential uncollectable accounts and notes receivable based upon past loss history, payment practices and economic conditions. Estimating losses is inherently uncertain because the amount of such losses depends substantially on the financial condition of the Company's customers. If the financial condition of the Company's customers were to deteriorate beyond estimates, resulting in an impairment of their ability to make payments, the Company would be required to write off additional receivable balances, which would adversely impact the Company's net eamings and financial condifion.

1011-1207287




Inventories

Inventories are stated at the lower of cost or market value.

The inventory valuation methods used by the Company are as follows (in thousands):

December 31

Last-in, first-out (LIFO) method First-in, first-out (FIFO) method

2010 2009

$ 8,518 $ 5.147 4,205 3.497

$ 12,723 $ 8.644

If the FIFO method had been used for inventories valued at LIFO cost, such inventories would have been S1.1 million and S1.5 million higher at December 31,2010 and 2009, respectively.

The major classes of inventory are summarized as follows (in thousands):

December 31

Finished goods Work in process Raw materials

Intercompany Advances, net

2010 2009

$ 12,189 S 8,232 38 28 496 384

s 12,723 S 8,644

Intercompany Advances is the net non-interest bearing balance of all prior and current year transfers between NMTC, Inc. and Danaher and its affiliates. See Note 4 - Related-Party Transactions for a discussion of these transactions.

1011-1207287




Property, Plant, and Equipment

Property, plant, and equipment are carried at cost. The provision for depreciation has been computed by the straight-line half year method based on the following estimated useful lives:

Building and improvements 15-40 years Machinery, equipment and software costs 3-10 years

The major classes of property, plant, and equipment are summarized as follows (in thousands):

December 31

Land and improvements Buildings Machinery, equipment and software costs

Less accumulated depreciation Property, plant and equipment, net

2010 2009

$ 851 S 860 7,060 7,060 18,182 17.926 26,093 25,846 (20,515) (19,954)

S 5,578 S 5,892

The costs of significant improvements are capitalized. Cost of normal repairs and maintenance are charged to expense as incurred.

The carrying value of the Company's assets are reviewed when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If it is determined that an impairment loss has occurred based on current and future levels of income and expected future cash flows as well as other factors, an impairment loss would be recognized in the Consolidated Statement of Eamings. The Company believes no such impairments existed at December 31, 2010 or December 31, 2009.

Product Warrant}'

Risk of loss for expected future product warranty expense is substantially covered under an insurance policy issued by Danaher Insurance Company. See Note 4 - Related-Party Transactions.

1011-1207287




Accounting Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases these estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ from those estimates.

Fair Value of Financial Instruments

The Company's financial instruments consist primarily of cash, accounts receivable, notes receivable, and purchase security agreements. The Company believes that the carrying value of the cash and accounts receivable approximate their fair value at December 31, 2010. The fair value of the notes receivable and purchase security agreements were S31.1 million and $141.1 million, respectively, as of December 31, 2010.

Shipping and Handling

Amounts billed to customers for shipping and handling costs are included as a component of sales. Cost incurred by the Company for shipping and handling are included as a component of cost of sales. In 2010, 2009 and 2008, the Company incurred shipping and handling charges of $9.7 million, S9.3 million, and SI 1.5 million, respectively, that were recorded in "Cost of sales" on the accompanying Consolidated Statements of Eamings.

Income Taxes

Income taxes are accounted for using the liability method. This method recognizes the taxes payable or refiindable, for the current year, and the recording of deferred tax assets and liabilities for future tax consequences that have been recognized in the Company's financial statements. The measurement of current and deferred tax assets and liabilities is based on provisions of the enacted tax law. The effects of future changes in tax laws or rates are not anticipated. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefits that, based on available evidence, are not expected to be realized.

1011-1207287 10




Subsequent Events

The Company has evaluated subsequent events through March 9, 2011 for recording and disclosures in these financial statements.

3. Leases and Commitments

The Company's operating leases, which consist of equipment and buildings, extend for varying periods of time up to five years and, in some cases, include renewal options. Future minimum rental payments for all operating leases having initial or remaining non-cancelable lease terms in excess of one year are as follows (in thousands):

2011 S 664 2012 647 2013 488 2014 and thereafter 331

Total rent expense for all operating leases was S0.7 million, S0.6 million and S0.8 million for the years ended December 31, 2010, 2009 and 2008, respecfively.

4. Related-Party Transactions

Related party fees and expenses are summarized as follows (in thousands):

December 31

DBS and Management Fees, net Warranty Insurance Expense Credit Insurance Expense Accident and Health Insurance Expense Write-off of Related Party Note Total related party fees and expenses

2010 2009 2008

S 993 $ 2.481 S 743 15,497 22,811 16,509 15,355 15.125 18.024 2,654 3,162 1,755 1,106 -

S 35,605 $ 43.579 S 37.031

The Company maintains an investment representing a 2.54% ownership interest in Danaher Finance Company (DEC), another wholly owned subsidiary of Danaher.

1011-1207287 11



4. Related-Party Transactions (continued)

The Company is a member of a cooperative (The Allen Manufacturing Company) administered by Danaher, which provides consulting and procurement services to the Company (DBS fees). The Company expenses costs incurred from the cooperative as incurred and records patronage dividends from the cooperafive when they are declared. Total cooperative expenses were S5.7 million, S7.1 million, and S7.5 million for the years ended December 31, 2010, 2009, and 2008 respectively. Total patronage dividends recognized were $7.0 million, S7.7 million, and S8.5 milHon for the years ended December 31, 2010, 2009, and 2008 respectively.

The Company has purchased insurance policies from Danaher Insurance Company to cover its warranty, credit and accident and health risk. The Company purchased a policy, effective December 31, 1999, which covered the warranty on all products sold prior to January 1, 2000. The Company has purchased additional policies each year and, therefore, has insured all products sold through December 31, 2010. These policies include limitations on aggregate claims, but these limitations do not exceed management's estimates of expected claims.

The Company purchased a policy, effective December 31, 2002, which covered its credit risk as of December 31, 2002. The Company has purchased additional policies each year and, therefore, has insured all credit risk incurred through December 31, 2010. Credit risk consists of all trade and notes receivable including purchase security agreement receivables. These policies insure 95% of the Company's losses and include limitations on aggregate claims. The Company provides reserves for its estimate of its self-insured risk and believes that management's estimate of the portfolio exposure does not exceed any limitations on its purchased coverage from Danaher.

The Company purchased a policy, effective December 31, 2002, which covered its accident and health risk as of December 31, 2002. The Company has purchased additional policies each year and, therefore, has insured all accident and health risk incurred through December 31, 2010. Accident and health risk consists of all medical costs for the covered employee population. These policies include limitations on aggregate claims. The Company provides reser\'es for its estimate of its self-insured risk and limitations do not exceed management's estimates of exposure for its medical costs.

1011-1207287 12



4. Related-Part>' Transactions (continued)

Aggregate expense related to credit risk is as follows (in thousands):

December 31 2010 2009 2008

Bad debt expense; Selling, general and administrative

expense $ 1,106 S 1,081 $ 1,433 Related party fees and expense 15,355 15.125 18,024

Total bad debt expense $ 16,461 S 16,206 $ 19.457

As needed, funds may be provided by Danaher for working capital requirements. The Company also receives centralized services from Danaher and its affiliates for general management, treasury, benefits, insurances and other matters.

As part of the Danaher cash management program, the Company deposits all excess domestic cash with Danaher and satisfies working capital needs through transfers from Danaher.

The Company sells to and purchases from other Danaher affiliate companies based on transfer pricing criteria established by Danaher. Affiliate sales were SO.2 million, SO.4 million and $0.4 million; and intercompany purchases were S5.7 million, $8.3 million and SI 1.9 million for the years ended December 31, 2010, 2009 and 2008, respectively.

5. Retirement Plans

Danaher has a non-contributory defined benefit pension plan, which covers certain employees and retirees of the Company. Benefit accmals under this plan have ceased for the Company's participants and, therefore, there is no service cost recognized for the Company's participants in this plan for the years ended December 31, 2010, 2009 and 2008. The accrued liability related to these benefits is maintained by Danaher.

The Company participates in a 401(k) retirement savings plan sponsored and administered by Danaher. This plan provides for employer contributions based on a percentage of employee compensation. Total employer contributions to this plan related to the Company's participants amounted to SI.5 million, $1.4 million and S1.4 miUion for the years ended December 31, 2010, 2009 and 2008, respectively.

1011-1207287 13



6. Post Retirement Medical Benefits

The Company provides post retirement medical benefits to ten retirees and their dependents. The benefits have been discontinued for all active employees. Service cost is charged to the Company by Danaher and was S17,000, $22,000 and S22,000 for the years ended December 31, 2010, 2009 and 2008, respectively. The accrued liability related to the benefits is maintained by Danaher.

7. Share-Based Compensation

The Company accounts for share-based compensation by measuring the cost of employee services received in exchange for all equity awards granted, including stock options and restricted stock units, based on the fair value of the award as of the grant date. Share-based compensation for the years ended December 31, 2010, 2009 and 2008 was calculated by Danaher at the consolidated level. Danaher estimated the fair value of the share-based payment awards granted using the Black-Scholes Merton option pricing model (Black-Scholes). The following summarizes the assumptions used in the Black-Scholes models;

Years Ended December 31 2010 2009 2008

Risk-free interest rate Weighted average volatility Dividend yield Expected years until exercise

2.17-2.75% 28% 0.2%

6

2.08-2.97% 31% 0.2%

6

3.62% 27% 0.2%

6

The Company has recorded share-based compensation expense of $0.6 million, S0.8 million and $0.7 million, as well as a deemed capital contribution from Danaher in the same amount related to these share-based payments for the years ended December 31, 2010, 2009 and 2008, respectively.

1011-1207287 14



8. Income Taxes

The provision for income taxes consisted of the following (in thousands):


Current S 21,572 $ 22,255 S 23,647 Deferred 2,471 (5,188) 1.053 Income tax provision $ 24,043 $ 17.067 S 24,700

The Company has entered into an agreement with Danaher w hereby the Company transfers funds to Danaher sufficient to cover the Company's U.S. federal financial reporting income tax expense.

Deferred income taxes reflect the net tax effects of temporary differences between the carr>'ing amounts of net assets and liabilities for financial reporting purposes and the amounts for income tax purposes.

The components of deferred tax assets and liabilities were as foUow'S at December 31 (in thousands):

2010 2009 Deferred tax assets:

Bad debt expense Inventory reserves Other

Total deferred tax assets

Deferred tax liabilities: Net property plant and equipment Patronage dividend receivable Insurance claims receivable

Total deferred tax liabilities Net deferred tax liabilities

$ 1,059 S 1,092 912 946

1,792 1,629 3,763 3,667

(1,138) (1,535) (2,545) ~

(4,551) (4,132) (8,234) (5,667)

$ (4,471) $ (2,000)

1011-1207287 15



9. Contingencies

In the normal course of business, the Company is involved with various lawsuits and claims. Although it is not possible to predict the outcome of currently pending proceedings, it is management's opinion that the costs, losses and settlements of these proceedings are not expected to have a material adverse effect on the Company's financial condifion.

1011-1207287 16

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MATCO TOOLS


APPENDIX B: ACTUHE DISTRIBUTORS

Maico FDD/PK i*^44^ i552LU B / ^ ' J ^ l 1-11

PM01701

Run Date :12/30/10

State Distributor Name Address

NMTC. Inc. d/b/a Mateo Tools Active Distributors By State for 2010

City Area Phone

Zip Code Code Number

Page Date

1 1/01/2011

AK AK AK AK AK

WEGNER, JACOB R *RAY WEGN 2282 LARISSA DR

AR AR AR AR AR AR AR AR AR AR AR AR AR AR AR AR AR

MURRILL, DOJNEL *KELLy* STEPHENS. JUDY RASEY. KRIS K BEARD, RON

State Count:

PO BOX 72594 12450 ELMORE RD PO BOX 670430 2200 W 70TH AVENUE

FAIRBANKS FAIRBANKS ANCHORAGE CHUGIAK ANCHORAGE

99712 99712 99516 99567 99502

907 460-5556 907 460-5555 907 3453452 907 688-0124 907 244-0024

AL SWEPPENHISER. NATHANIEL J 13151 HILLCREST DR ELBERTA 36530 251 986 • 5819 AL DUPLANTIER. RAY J 10407 US HWY 31 #111 SPANISH FORT 36527 770 831 -5433 AL COMPTON, WINFRED *GARY* 1222 SNOW HINTON DRIVE TUSCALOOSA 35405 205 349 -4497 AL WILLIAMS. JOSEPH *MIKE* 705 HILTON RD ANNISTON 36207 256 343 -4334 AL COX, BARRY W 9339 WOODLAND DRIVE ELBERTA 36530 251 979 -0275 AL FRANKLIN. PHILLIP H 170 CAMPBELL RD MUNFORO 36268 256 358 -9469 AL HUGHES. JOHN L 301 KROY DR MONTGOMERY 36117 334 546 -5646 AL MASONIA. CHARLES E *CHUCK 145 COUNTY RD 460 KILLEN 35645 256 856 -3066 AL FINCHER. JAMES H *MARK* 3513 SANDY OAKS SARALAND 36571 251 753 •0517 AL DEPAUW. RICKIE A 7350 HOWELL COVE RD TALLADEGA 35160 256 223 •8289 AL MARTIN. CAREY B 11374 FRIEND RD ATHENS 35611 662 210 0451 AL RAWLINGS. DANNY 6509 EAGLE RIDGE LANE PINSON 35126 205 6809218 AL RAGSDALE. MARCUS 266 LEE RD 528 PHENIX CITY 36867 334 2984178 AL DAVIS. IRA 387 LEE ROAD 643 SALEM 36874 334 291 0491 AL CLARK, TIMOTHY J 948 LEE RD 437 PHENIX CITY 36870 334 297 1387 AL HAYES, MARK A 710 SMALL LAKE DR ODENVILLE 35120 205 960 5195 AL SALTER. WILLIAM W 126 HAPPY HOLLOW DR UNION SPRINGS 36089 334 738 2051 AL TOLAND. HARK E 166 PATTERSON LANE MERIDIANVILLE 35759-1102 256 698 3189 AL FRYER, KEVIN L 202 LEE ROAD 537 SALEM 36874 334 291 0267

State Count: 19

RUSSENBERGER. JOSHUA J TATE. JAMEY L DAVIS, JOHN H WELLS. MALCOLM *M. RYAN W WISE, JIMMIE DEAN CASEY, JASON S GALL. ALLAN L RICHARDSON, RICHARD T *B0 GRUNST, TIMOTHY G BUNCH, JAMES A JONES. RICHARD E CHRISTMAS, ERNIE T JOHNSON. WALTON W COOK. RILEY *BUD* BRYANT. DAVID CLARK. BILLY J PETERSON. TODD A

913 N 3RD 99 HATERLANE 12 GREEN MEADOWS DR 176 MARY WEISS LANE 1006 NORTH HAPLE 244 MUSIC LANE 203 N 31ST STREET 210 DAWN DR 45 BUCKINGHAM DR 537 KIRKLAND ST 1601 CLAUD ROAD 2689 GREENE 737 RD 296 CR 2760 18481 TAMIKA LANE 224 KASSMAN DR 40 CHIMNEY RD 625 OAKWOOD ST

AUGUSTA CONCORD VILONIA MENA STUTTGART DOVER OZARK CENTERTON BELLA VISTA GASSVILLE PINE BLUFF PARAGOULD LAMAR GRAVETTE HOT SPRINGS BATESVILLE LOWELL

72006 72523 72173 71953 72160 72837 72949 72719 72714 72635 71602 72450 72846 72736 71913 72501 72745

870 347 870 307 501 305 479 234 870 674 479 880 479 213 479 263 479 295 870 421 870 247 870 930 479 885 479 787 501 620 870 793 479 571

-6188 -4379 -3749 •2405 •7185 -6543 •0223 -7170 -9893 -7755 -5070 -6933 -0809 -7361 -0860 -2025 -1163

State Count; 17

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AZ BEAUCHAMP. KENT D 8126 W MARYLAND AVE GLENDALE 85303 623 872 -8867 AZ WASHBURN. R PHILIP 19075 N SAN PABLO ST MARICOPA 85238 480 206 -8613 AZ JEPSON. JERROLD G *JERRY* 6560 W ABRAHAM LANE GLENDALE 85308 623 824 -5209 AZ SCHMIDT. STUART G 2608 W IRVINE RD PHOENIX 85086 623 202 -4803 AZ MERRICK. BRIAN H 2751 N 103RD AVE AVONDALE 85392 602 741 •1732 AZ MARSDEN, STEPHEN M 22322 N 82ND LANE PEORIA 85383 623 825 •9939 AZ SOPHER. EDWARD A 3317 E BELL RD STE 101-43 PHOENIX 85032 602 882 -2432 AZ FERRELL. DAVID A 6604 W PORT ROYALE LANE GLENDALE 85306 602 796 -0132 A2 GOMEZ. ARMANDO N 165 CAMIND OCEANO RIO RICO 85648 520 619 -1296 AZ PASTORELLO. GARY L PO BOX 228 BLACK CANYON CI 85324 623 680 -1483 AZ HIMMELFARB, DYLAN M *MAX* 2233 W ANGEL HAY SAN TAN VALLEY 85142 480 586 -0627 AZ FREEMAN. RICHARD A 435 1 EAST LEHI RD MESA 85203 480 254 -2290 AZ DREWES. WILLIAM J 7009 W COLUMBINE PEORIA 85381 623 412 -3700 AZ SMITH. DARRELL R 5222 W EL CORTEZ TRAIL PHOENIX 85083 602 820 -2467 AZ THOHASON, DARIN M 8624 W MELINDA LANE PEORIA 85382 602 791 •4690 AZ MAY. MICHAEL A 4543 E GELDING DR PHOENIX 85032 602 339 •6575 AZ GATTIS. MICHAEL W 16181 W YOUNG ST SURPRISE 85374 623 332 -5544 AZ TAYLOR, KEVIN G 6308 N 86 ST SCOTTSDALE 85250 602 579 -1213 AZ PENCE, PAUL C 13813 S BEE BONNET CT VAIL 85641 520 991 - 8350 AZ BOOTH. SEAN R 1677 W DESERT LANE GILBERT 85233 *N0 PHONE*** AZ R0B5INS. CHARLES *GREGG* 5615 N 48TH LANE GLENDALE 85301 602 291 •3525 AZ RYAN. LAWRENCE D 1601 E HIGHLAND AVE #1111 PHOENIX 85016 602 810 •2329 AZ NEIL. JASON S 12323 H MONTE LINDO LANE SUN CITY WEST 85375 623 606 •2305 AZ EVERNDEN. MICHAEL T *WOLF 2102 W TOPEKA DR PHOENIX 85027 602 882 •9014 AZ RODRIGUEZ. JAVIER S 1840 W ELVRIA ST TUCSON 85746 *N0 PHONE*** AZ FRY. JUSTIN A 4940 E SNOWSHOE WAY FLAGSTAFF 86004 928 853 •7162 AZ DEARDEN, MICHAEL P 275 1 LIBBY LANE CORNVILLE 86325 928 300' •4940 AZ gRISCO. GALE C PO BOX 2770 SNOWFLAKE 85937 928 243. •8301 AZ NELSON. COREY W 1002 EAST COLTER ST PHOENIX 85014 602 245. •0064 AZ ESTERKIN. THOMAS 1042 WILLOW CREEK RD SUI PRESCOTT 86301 928 830' •4542 AZ CLONTS. GARY 9811 N CALLE SOLANO TUCSON 85737 520 742 •1374 AZ KVILVANG. JAY 2830 N LLOYD BUSH OR TUCSON 85745 520 682 •6550 AZ POCHOS. ZEITA E *ROB* PO BOX 46 CAVE CREEK 85327 602 803-•7777 AZ GARCIA. JASON S 2110 E FLINTLOCK WAY CHANDLER 85249 480 219-•6558 AZ H0N60. KEVIN 1120 EAST CIRCLE MT RD NEW RIVER 85087 623 915-•0835 AZ HARAWAY. ALLEN 1965 LAUREL LN SIERRA VISTA 85535 480 703-•0445 AZ SCALLON. JOHN R 6811 N SKYWAY DR TUCSON 85718 520 742-•6909 AZ BAKER, MICHELE *DOUG WARR 5541 W CAMINO VIVAZ LANE GLENDALE 85310 623 581- 8727 AZ SEARS. DAVID L 6395 E 45TH PLACE YUMA 85365 480 839- 4031 AZ BILLUPS. JACK A 1568 E CASSIA CT GILBERT 85296 480 272- 7054 AZ VANGORDON. DAVID W 8425 W SHAW BUTTE DR PEORIA 85345 623 334- 4284 AZ MCGRAH, TIMOTHY A 2722 E LYNWODD ST MESA 85213 480 610- 0660 AZ QUOZIENTE. ALPHONSO N 9916 E GLENCOVE CIRCLE MESA 85207 480 734- 5216

State Count: 43

CA BARNES. JAMES 0 4551 DAK GLEN DR D SANTA BARBARA 93110 805 570- 5008 CA HASHOLIAN, YEGHIA *GARY* 2010 RIPLEY AVENUE REDDNDO BEACH 90278 310 379^ 3802 CA YOA. KAUAI K 2334 YOSEMITE AVENUE SIMI VALLEY 93063 805 587- 2585 CA GOLDEN. CHRIS D 1515 2ND ST SANGER 93657 559 292^ 1657

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CA THOMPSON. ROBERT E 303 S WESTWIND DRIVE EL CAJON 92020 619 588 -2479 CA GOODNESS. JOSEPH K 3042 W LYNROSE DRIVE ANAHEIM 92804 714 229 -0656 CA LEWIS. TY D 1599 15TH STREET OCEANO 93445 805 474 -4230 CA LAUGHNER. GLENN F 81239 COCO PALM INDIO 92201 760 485 •2017 CA BROOKS, JASON 6 3668 LIBERTY ROAD GALT 95632 209 712 -0606 CA WOOD. CONRAD B 2523 MCKINLEYVILLE AVE MCKINLEYVILLE 95519 707 839 -8458 CA APA. JOSEPH T JR 3489 HHIRLAWAY LANE CHINO HILLS 91709 909 573 -7106 CA JIMENEZ, PAUL JR 1144 DIX STREET SAN MATEO 94401 650 578 -1371 CA JOHNSON. MARK A 17526 PARKER RD CASTRO VALLEY 94546 510 912 -1583 CA SCHNOOR. JAMES C 3902 EAST PALMYRA AVE ORANGE 92869 714 997 -3881 CA MUNOZ, IGNACIO 14294 W SHERI ST KERMAN 93630 559 346 •9417 CA ROCKHODD. MICHAEL G 24041 LIMB STREET MISSION VIEJO 92691 949 463 •1933 CA ENRIGHT. ROY 1253 BIRCH WAY ESCONDIDO 92027 858 829 •7219 CA CHOUNARD. MICHAEL L 1236 ALDERNEY COURT OCEANSIDE 92054 760 803 •8378 CA LUND. DENNIS M 780 KIMBALL STREET ESCONDIDO 92027 *N0 PHONE*** CA STEAD. MICHAEL C 5265 SANDMOUND BLVD OAKLEY 94561 925 813 •8519 CA BRUBAKER. JAY T 2286 JONESBORO AVE SIMI VALLEY 93063 818 298' •8011 CA LOUGHRIDGE. NICHOLAS C 21 EAST JANSS ROAD THOUSAND OAKS 91360 805 796' •7323 CA SMITH. KAI J 8567 NEW WINDSOR ST RIVERSIDE 92508 951 640-•4364 CA WHITNEY, SHAWN PC BOX 68 SHINGLE SPRINGS 95682 530 409- 9728 CA YENAWINE, CURTIS L 130 STEPHANIE LANE CRESCENT CITY 95531 707 218- 4450 CA RODRIGUEZ. RAUL 21308 LOSTINE AVE CARSON 90745 310 346- 4090 CA MACIAS. RODOLFO 10527 KEWEN AVE PACOIMA 91331 818 269- 3612 CA EPJGELBRECHT. ERIC A 2224 5TH AVE SAN RAFAEL 94901 415 713- 5604 CA MiNSER. MARK W 1064 SUNSET DR -LIVERMORE 94551 925 337- 2264 CA MAHMOUDI, ALI 2019 HAVEMEYER LANE UNIT REDDNDO BEACH 90278 310 944- 4876 CA UNERO. DION 3415 GAUNTLET DR WEST COVINA 91792 626 926^ 1120 CA KACEREK. TIMOTHY R 7331 E BREMER FRESNO 93727 559 761- 3888 CA CHATER. ANDREW D 3410 EAGLEPOINT DR GLENDALE 91208 818 669- 1666 CA HERNANDEZ. JUAN P 701 PERU AVE SAN FRANCISCO 94112 510 432- 1655 CA KALAITZIAN. ARSEN H 2469 MESA TERRACE UPLAND 91784 909 322- 5272 CA MORALES, LARRY J 802 SKYLER WAY BREA 92821 562 706- 8009 CA DURNING, BRENT 1377 MERSEY AVE SAN LEANDRO 94579 510 303- 9286 CA SINGH. PARVEEN 1805 HILL AVE HAYWARD 94541 510 209- 6995 CA MICHAELS. ALAN B 12611 AUTUMN OAKS REDDING 96003 530 917- 0788 CA ALIOTTI. DAVID 927 HELLAM ST MONTEREY 93940 831 658- 0356 CA ARMSTRONG. GARY T 9551 SAILFISH DR HUNTINGTON BEAC 92646 714 394- 6143 CA COURTNEY, MARK L & KEVIN 702 N FERN ST ORANGE 92857 714 925- 1590 CA DYAR. DARYN L 2466 BEACH ST OCEANO 93445 805 440- 3351 CA BRIL. BURT 3179 MELODY LANE SIMI VALLEY 93063 805 331- 1513 CA HUTTON. KERRY A 25355 JOYCE PL STEVENSON RANCH 91381 661 645- 7800 CA SNYDER, WILLIAM L *BILL* 722 W BERKELEY CT ONTARIO 91762 909 843- 5793 CA MEGLASSON. JAMES P JR *PA 5711 MADRA AVE SAN DIEGO 92120 619 838- 6676 CA GARCIA. PEDRO *PETE* 1260 NICOLA DR RIVERSIDE 92506 951 897- 1243 CA NORTON, VALERIE B 578 EMPIRE ST SAN LORENZO 94580 510 414- 2621 CA SMITH, STEVEN D 112 MORROW CT SAN JOSE 95139 408 209 -7245 CA FLORES. JAIME A 5879 SCHUYLER ST SAN DIEGO 92139 619 840- 84S9 CA DUFF. JOHN M 18306 CALVERT ST RESEDA 91335 818 381- 3312 CA ROBLES. JESUS A 1069 E 20TH ST LONG BEACH 90806 562 310- 1505 CA COUVILLION. MARC P 2 CONDOR CT AMERICAN CANYON 94503 707 228- 9361

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Area Phone State Di s t r i b u t o r Name Address City Zip Code Code Number

CA ROONEY. ROBERT L 25458 LACEBARK DR MURRIETA 92563 951 595 -5482 CA SIKORSKI. SCOTT R 1007 PARKHILL LANE ESCONDIDO 92026 760 270 -8672 CA SCHEINER. JASON 9522 FAIRBANKS SAN DIEGO 92123 619 279 -6540 CA MACKEY, ROBERT J 4827 LOMINA AVENUE LAKEWOOD 90713 909 455 -6282 CA ZUCKERMAN, GARY S 4165 VIA CANDIDIZ UNIT 30 SAN DIEGD 92130 858 829 •9912 CA HAMMITT, ANDREW K 30813 MARNE DR RANCHO PALOS VE 90275 310 977 • 8767 CA BROCKS. GENE G 3668 LIBERTY RD GALT 95632 209 747' -4596 CA HOLMES. DARREL W 2243 HIDDLETOWN DR CAMPBELL 95008 408 379 •9017 CA SPRAGGS. DONALD D 44264 COMPIEGNE DR HEMET 92544 951 212 •6512 CA CHAMBERS. ROBERT P 5222 W LARK CT VISALIA 93291 559 303' •2387 CA BROWN. RICK L 849 E OALTON 6LEND0RA 91741 626 378' •9566 CA RAMOS, PAUL 0 2221 CATAMARAN WAY STOCKTON 95206 209 923-•3243 CA MACCANELLI. FRANK *F MACC 19258 PEBBLE BEACH PL NDRTHRIDGE 91326 818 472- •3311 CA STEPHENSON. WILLIAM * B ST 4344 HAINES AVE SAN JOSE 95135 408 316^ •4067 CA HAMMOND. WESLEY P 4371 BENNINGTON CT CHINO 91710 909 342- •2580 CA BARRETT. JAY R 8 WALNUT DR ALISO VIEJO 92656 949 922- •5389 CA KCSPARREN. KEVIN G 10759 ZINFANDEL ST ALTA LOMA 91737 909 286 • 4702 CA DE HAAN, HENRY S 5913 CANDLEWOOD ST LAKEWOOD 90713 562 805- 5735 CA COVARRUBIAS. MICHAEL A 178 GRAPEVINE DR CORONA 92882 951 264^ 9476 CA DEANG. ROEL B 423 LUX AVE SOUTH SAN FRANC 94080 650 278- 9361 CA TOYAMA. NICHOLAS A 1725 DALIA LANE MANTECA 95337 209 614- 3870 CA BEST. JOHN F JR 1624 SHADY BROOK DR FULLERTON 92831 760 216- 2826 CA MCCUBBIN. DEREK J 1615 TIBIDABO DR ESCONDIDO 92027 760 484^ •1300 CA FISHER. GERALD D 5565 OSBORNE CT SAN BERNARDINO 92407 909 556^ 5716 CA KESLER, RONALD 2413 DUNAWAY DR SANTA ROSA 95403 707 527- 5282 CA MURRAY. THOMAS PO BOX 293134 PH 916-425 SACRAMENTO 95829-3134 916 425- 1579 CA BURCHETT. RECIEL *ROY * 1724 RED WILLOW ROAD FULLERTON 92833- 1434 714 871- 9106 CA DUROCHER. DEWANE 2322 KLUNE COURT SANTA CLARA 95054 408 247^ 0309 CA HALZLE, MICHAEL 1224 SHADY MILL RD CORONA 92882- 5838 951 735- 9118 CA INIGUEZ. JOSE 4036 AGATE RIVERSIDE 92509 951 640- 2006 CA HUNNICUTT, TOMMY 14944 ANOLA WHITTIER 90604 213 941- 8034 CA FULTON, BRIAN 1401 VIA LIMA FALLBROOK 92028 949 2303949 CA RAMIREZ. RUDOLPH 1428 FLINTWOOD COURT MARTINEZ 94553 925 2284050 CA ARNOLD, WILLIAM 1812 STERLING PLACE LIVERMORE 94550 925 960- 9225 CA CHANDLER. JEFFERY 12737 LOS COCHES COURT LAKESIDE 92040 619 561- 5128 CA ENGEL. RONALD 22395 RIPPLING BROOK LAKE FOREST 92630 714 335- 1567 CA CARR. BRANDON 349 SKY VISTA WAY FALLBROOK 92028 949 422- 5355 CA MOHAN. JOE M 634 NORTH CARLETON ANAHEIM 92801 714 490- 1225 CA AGRE. LARRY 1100 FALLBROOK REDLANDS 92373 909 792- 9278 CA STRAGER. ALAN J 1464 BLACKSTOCK SIMI VALLEY 93063 805 584- 1033 CA SHELDON. JEFF

ANAGNOSTON, GREGORY 1761 CALGARY DRIVE SUNNYVALE 94087 408 749- 1685

CA SHELDON. JEFF ANAGNOSTON, GREGORY 100 MARGUERITE DR HDLLISTER 95023 831 635- 0208

CA ROTHENBERG. ZVI 3159 QUEENSBURY DRIVE LOS ANGELES 90064 310 836- 1149 CA JACKA. RICHARD 108 CHALK CREEK COURT MARTINEZ 94553 925 930- 7312 CA GREENE. PERRY B 35236 LAKE BLVD NEWARK 94560 510 7909437 CA HALTER. JAMES *BOB* 3763 ANDREWS COURT SAN DIEGO 92154 619 690- 5929 CA OCCHIPINTI. FRANK 65 ORISKANY DR SAN MATEO 94402 650 349- 9344 CA HALTER, MIKE 9055 MAC LANE SPRING VALLEY 91977 619 719- 6701 CA ROESNER. KENNETH 1272 VINA DEL MAR PLACENTIA 92870 714 572- 2558 CA COULTER, RALPH W 3675 CHARTER HALL COURT SAN JOSE 95136 408 265- 7245

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CA BURGESS. DAVE 10505 R8 LITTLEROCK 93543 661 944 -5930 CA LEPPANEN, TERRY 4945 ST THOMAS DRIVE FAIR OAKS 95628 916 966 -8262 CA SHATLEY. JERRY 3300 BURNSIDE AVENUE MODESTO 95354 209 576 -7336 CA FOLIA, BRIAN 2620 DUOMO ST PALMDALE 93550 661 4 78 -4391 CA SHAFFER, DANIEL L 13811 CHRISTIAN BARRETT MOORPARK 93021 805 517 •1519 CA TARBELL. TIMOTHY D PO BOX 720890 PINON HILLS 92372 760 868 •6017 CA BRISKY. DAVID 9742 CLEARBROOK DR HUNTINGTON BEAC 92646 714 968 - 5463 CA SHIELDS, LARRY D 8742 BUENA VALLEY DR SANTEE 92071 619 334 -6045 CA SOOK. DAVID 1053 ARKELL WALNUT CREEK 94598 925 687 -0980 CA SIMON]. STUART D 960 KERN COURT LIVERMORE 94551 925 373 -9329 CA DEVORE, GREGORY 6696 LASSITTER RD RIVERSIDE 92509 951 681' •8710 CA CARLSON, THOMAS R 20737 SOLEDAD CANYON RD CANYON COUNTRY 91351 661 916 • 1561 CA GONZALES. DAVID 6342 HILLTOP OR CARMICHAEL 95608 916 747 •6342 CA DEVORE. DANIEL *MARK* 44194 GALLIPOLI PL HEMET 92544 951 415 • 9054 CA CALTABIANO. STEVE 5010 ASHLAND DR CAMERON PARK 95682 530 676 •7284 CA JACOBSON, MARK 24736 MERIDIAN DR DANA POINT 92629 714 478' •5414 CA TOMS. MARK 1528 VISTA VEREDA EL CAJON 92019 619 590- 0373 CA HOUCK, JOHN L 23391 VIA GAUOIX MISSION VIEJO 92691 949 768^ •6156 CA LILLIE, BRIAN R 1445 CAOWELL CT RIVERSIDE 92506 951 276^ •1933 CA JARON. ROWIE E 1311 CARLISLE DR SAN MATEO 94402 415 302- •4357 CA ANTOINE, SEAN 235 MARIANELA LANE LOS OSOS 93402 805 634^ •9368 CA MILES. KENNETH G 5001 TASMAN DR HUNTINGTON BEAC 92649 714 420^ •3035-CA TURRIETTA. RICHARD P 8977 SILVER COURT SANTEE 92071 619 448^ 2852 CA LEDBETTER. JAMES C 3866 ROCKY POINT WAY SANTA ROSA 95404 707 849^ 1017 CA HOMMEL, FREDRICK M 15308 ELMBROOK DR LA MIRADA 90638 714 521- 3763 CA WATTERS. TERRY D 7238 ENCINA RD JOSHA TREE 92252 760 641- 8655 CA RABIEE. MOHSEN 653 CALLE SEQUOIA THOUSAND OAKS 91360 805 376^ 2167 CA DIETTINGER, GARY L 6032 TURQUOISE DR ROCKLIN 95677 916 276^ 1176 CA KUNKEL, ROBERT A SR 1224 PUTNAM ST ANTIOCH 94509 925 755- 0373 CA HASSANI. FRANK 6805 INDIANA AVE LONG BEACH 90805 562 883- 3022 CA TABUSA. JAMES M 2045 SPY GLASS DR SAN BRUNO 94066 650 355- 4204 CA SHEPHERD. LEE C 2001 RIDGE RD UKIAH 95482 707 467- 1314 CA WALTERS. PERRY L 175 DISTRICT CENTER DR OROVILLE 95956 530 828- 2442 CA VASQUEZ. DANIEL 239 ZURICH AVE WATSONVILLE 95076 831 722- 2374 CA RODRIGUEZ, ROBERT M 121 MATTHEW CT GALT 95632 916 869- 6883 CA MARTINEZ. ALLEN A 1906 SHURTLEFF AVE NAPA 94559 707 337- 3241 CA BOYADJIAN. HAIG L 112 1/2 E FREMONT SQUARE MONTEBELLO 90640 323 724- 9644 CA MADRIGAL. RANDY L 1914 AROEN OR FRESNO 93703 559 264- 1854 CA AYALA, JESSE 2815 CARLSBAD ST REDONDO BEACH 90278 310 219- 0640 CA WATSON. KENNETH L 5673 CRESENT AVE BUENA PARK 90620 714 821- 7428 CA TORRES. STEVE W 461 ZAYANTE SCHOOL RD FELTON 95018 831 335- 3992 CA TOTH, TIBOR A 3584 SPANISH GATE DR NEWBURY PARK 91320 805 376- 0556 CA GONZALES. ROBERT JR 9405 TOTEM AVE BAKERSFIELD 93312 661 587- 0348 CA SIMONE. MATT P 1537 N ADLER FRESNO 93727 559 456- 0549 CA BAKER. JAMES G 1447 CAMBRIDGE AVE REDLANDS 92374 909 794- 6337 CA MEYER. CHARLES B 813 CHARDONNY CIRCLE PETALUMA 94954 707 769- 7818 CA ROUNDS, ROBERT D *DAVE*

SHIELDS. YAMEL I 40521 CLEAR LIGHT RD TEMECULA 92591 951 218- 3298

CA ROUNDS, ROBERT D *DAVE* SHIELDS. YAMEL I 8742 BUENA VALLEY DR SANTEE 92071 619 334- 6045

CA BECKER, ROBERT J 2091 ROSEDALE DR SAN PABLO 94806 510 724- 2659

State Count: 153

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CO DADDERIO, GEORGE D 11500 VICKIVIEW STRASBURG 80136 303 621 -6830 CO MCDAKIEL. LARRY G 6451 W 74TH AVE ARVADA 80003 303 880 -1666 CO SILLATO, ALAN R 2708 E 118TH CIRCLE THORNTON 80233 303 974 -8982 CO SADLER, CHRISTOPHER C 7776 S FENTON ST LITTLETON 80128 720 384 -7856 CO HUFF. GARY P 5255 WILHELM DR COLORADO SPRING 80911 719 650 -5317 CO JASPERSON. KREG T 1710 KENT AVE MONTROSE 8X401 970 596 5983 CO UNREIN. MICHAEL D 1520 DONOVAN PL LONGMONT 80501 303 746 8650 CO RICHARDS, MARK S 252 MESA ST BRIGHTON 80601 303 909 2271 CO JACKSON, DONALD A 18690 SAGE CREST RD PEYTON 80831 720 939 7818 CO SOLKO. DEBRA M 617 IMPALA TRAIL BAILEY 80421 303 653 7411 CO BACKSTROM. LEE N 9156 W 102ND PLACE BROOMFIELD 80021 720 323 6109 CO GET2, KENNETH D 319 BELLOWS COURT CANON CITY 81212 719 588 3145 CO SHIGLEY, TOBY B 118 ROCKBRIDGE CT WINDSOR 80550 970 310 1782 CO RYAN. THOMAS R PO BOX 1824 EAGLE 81631 303 720 5570 CO WILLIAMS. CARL A 488 VIENNA DR PARKER 80138 303 408 5429 CO HORNE. MICHAEL H 4665 S UNION STREET MORRISON 80465 303 396 9584 CO MAYROSE. STEVEN L 2932 JOAN WAY GRAND JUNCTION 81504 970 640 1875 CO LIKNESS, GREGORY P 0 BOX 8267 COLORADO SPRING 80933 719 331 0867 CO COLE. WILLIAM EUGENE 155 SOUTH SNEAD DRIVE PUEBLO WEST 81007 719 647 9871 CO LAMOREAUX. JOHN S 122 BRICE PLACE DURANGO 81303 970 375 6219 CO GERHARDT, PAUL 5780 OIL BARON DRIVE PEYTON 80831 719 573 6980 CO LOVINGGOOD. DAVID 7120 S KNOLLS WAY LITTLETON 80122 720 528 8776 CO EMANUEL. PATRICK 5398 ELDRIDGE ST ARVADA 80002 303 423 2567 CO BECK, KIRK N 13783 LEGEND WAY #102 BROOMFIELD 80020 720 890 4670 CD KULLMAN, TIM A 12505 W 29TH PL LAKEWOOD 80215 720 530 3600 CO SANDERS, TODD W 179 SPRING LANE BAYFIELD 81122 970 884- 3251

State Count: 26

CT LANGDON, JAMES C 225 LAKEVIEW DR COLCHESTER 06415 860 267- 0887 CT ZERANSKI. WALTER 11 EVA CIRCLE NORTH HAVEN 06473 203 239- 7797 CT HARGREAVES, JEFFREY H 3 JOSHUA LANE CLINTON 06413 860 664^ 4340 CT WHEATON, LESLIE 83 CEDAR HILL ROAD MILFORD 06460 203 876- 0454 CT SEBAS. CHRISTOPHER 7 NORTH RD EAST GRANBY 06026 860 882- 2327 CT MARCANO, WILLIAM C 168 LAKE SHORE DR NEW HARTFORD 06057 860 309- 3163 CT GRATEROL. ISRAEL A 70 MILLBROOK RD MERIDEN 06450 860 883- 5558 CT HEMBY. MATHEW W *BILL* 3 JEFFERSON ST SEYMOUR 05483 203 994- 1974 CT MOLITANO. MARK P 483 CHARLES ST TORRINGTON 06790 860 485- 5327 CT ABUDO. JOSE A 75 SCOTT DR MANCHESTER 06042 860 573- 4482 CT FERNANDES. MARCIO 169 HAPLE HILL ROAD NAUGATUCK 06770 203 843- 5494 CT SIMPSON, ROBERT *BOB* 51 PEPPERMINT LANE BRISTOL 06010^ 2275 860 416- 4983 CT PERSICHILLI, ANTHONY 3 RIDGE RD SNUG HARBOR DANBURY 06811 203 748- 5272 CT RIOUX, RICHARD 8 STEPHEN COURT PROSPECT 06712 203 758- 3839 CT DASILVA. ANTONIO 164 BAILEY ROAD ROCKY HILL 06067 860 5631964 CT NIELSON. HARRY 5 HOWARD STREET SIMSBURY 06070 860 6518023 CT CUTTER. CHRISTOPHER 22 OXFORD DR ENFIELD 06082 860 7450124 CT COX. MICHAEL W 156 WEST ROCKS RD NORWALK 06851 203 846- 6040

State Count: 18

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State Distributor Name


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DE WEISMAN. MATTHEW E DE CONNOR. DANIEL

State Count: 2

FL DALCONZO, JOE FL CRONK. CRAIG FL TORRES. HUGO 0 FL DELAROSA, RICHARD R FL DAWSON. STEVEN N FL MIZRAHI, MITCHELL W FL STAPINSKI . DAVID J FL GATEWOOD. MICHAEL L FL ALLEN. DONALD L FL HERRERA. JOSE R FL HAMLOW. STEVEN N FL YOCUM. ELDON D FL PACE. GLENN D FL SALAZAR. JOSE E FL BELLEROSE. MATTHEW J FL RAMOS. NOE LUCERO FL SADLER. THOMAS S *STEVE* FL WILLIAMS, JACOB J FL COSENTING JR, JOSEPH L FL RANDOLPH, GLEN E FL MCCORMICK. WILLIAM J FL ESCH. JASON D FL CEBALLOS. LORETA G *ARIEL FL CHIAPPETTA. FRED J FL KALEVA. ISAK W FL WHIPPIE, TERRY J FL BRODSKY, ANTHONY I FL APPEL, JACK FL GILHAN, JAMES D *DANNY* FL HAGAN. RICHARD B FL DELGADO. RAFAEL *JULIO MI FL LARCO. ROMMEL FL MCMAHON. LIONEL V *VAUGHN FL AXTELL. PAUL 6 FL SMITH, PHILIP J FL DUFFY. WILLIAM 0 FL JONES. JONATHAN L FL CLAGETT. BRIAN DL FL BOWLBY, BRUCE A FL DIRHAN. LOUIS A *AL* fL WALSH. JASON H FL ANDREWS. DENNIS M FL HALSELL. WILLIAM B FL COLEY. RUSSELL J FL SWARTZ. WAYNE A

27 CHRISTINA WOODS CT 434 BOXWOOD LANE

5640 MYAKKA VALLEY TRAIL 5730 NW 48TH AVENUE 229 SOUTHEAST 3RD AVE 1009 FOSTERS MILL ROAD 683 CHARLES PINKNEY STREE 17428 eSTH STREET N 305 CHIPEWAY AVENUE 2106 WEST GARDENIA CR 11603 BROWNING ROAD 20 EAST 62ND STREET 24105 E CR 1474 4531 ALVAMAR TRAIL PO BOX 5 10650 NE lOTH PLACE 4882 DEEDER CT 16471 BLATT BLVD 460 SPRING FOREST RD 5384 CUSTER ST 421 E 7TH STREET 1204 BLISSWOOD DR 4080 SONG DR 45 N WALTER COURT 8002 SW 149 ST APT B410 1157 SE 32ND TERRACE 7211 SW 5TH STREET 10148 BRIAR CIRCLE 978 SE BAYFRONT AVE 8321 SW 57TH ST 7160 DOGWOOD TERRACE DR 695 AlA NORTH UNIT 142 11554 MALVERNS LOOP 18203 SW 109TH PATH 579 WOODLOW RD 13834 PORT HARBOR CT 23119 OLEAN BOULEVARD 525 SW DEER RUN 5825 NW 27TH ST 1405 W CHELSEA AVE 7839 NE 21ST PL P.O. BOX 358 7806 NW 71ST AVE 1322 BARRANCA AVENUE 127 TOLEDO PLACE 726 GREEN CT 18090 WINTERGARDEN AVE

NEWARK 19702 MIDDLETOWN 19709

SARASOTA 34241 COCONUT CREEK 33073 POMPANO BEACH 33060 BOYNTON BEACH 33436 ORANGE PARK 32073 LOXAHATCHEE 33470 DAYTONA BEACH 32118 NORTH FORT MYER 33917 LITHIA 33547 HIALEAH 33013 HAWTHORNE 32640 LAKELAND 33801 COPELAND 34137 MIAMI SHORES 33138 JACKSONVILLE 32258 WESTON 33326 NEW SMYRNA BEAC 32168 KEYSTONE HEIGHT 32656 JACKSONVILLE 32206 BRANDON 33511 COCOA 32927 MERRITT ISLAND 32952 MIAMI 33193 CAPE CORAL 33904 N LAUDERDALE 33068 HUDSON 34667 PORT SAINT LUCI 34983 DAVIE 33328 PENSACOLA 32504 PONTE VEDRA BEA 32082 ORLANDO 32832 MIAMI 33157 NICEVILLE 32578 JACKSONVILLE 32224 PORT CHARLOTTE 33980 PORT SAINT LUCI 34953 GAINESVILLE 32653 DELAND 32720 HIGH SPRINGS 32643 CRYSTAL RIVER 34423 TAMARAC 33321 SPRING HILL 34609 PANAMA CITY BEA 32413 KISSIMMEE 34759 PORT CHARLOTTE 33948

302 250-6427 302 3766037

941 954 561 561 904 561 386 239 813 786 352 863 239 305 904 305 386 352 904 813 407 321 786 239 954 727 772 954 850 904 407 305 850 904 941 772 352 407 352 352 954 352 850 407 941

927 426 452 439 635 790 562 543 270 426^ 224^ 666-289^ 301-994^ 384-566-745-859-766-790^ 537^ 564-677-594-226-528-608-341-210-488-244-974^ 591^ 661-579-281-402-275-464-326-585-896-346-769-

-4487 -0854 -4495 -8456 -1155 - 7329 -6783 -4263 -0399 •5183 •8443 -6818 -1447 -5513 -3725 -8687 -9582 -0817 -7868 -5137 •9185 •1892 •8207 •8279 6735 7317 4872 3265 3404 6753 4414 3139 0058 2555 6995 7460 8583 0331 6633 4735 2725 7750 1266 1325 6026

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FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL FL

GA GA GA 6A GA GA GA GA GA GA GA GA GA GA

LOPEZ. JAIME H SMITH. THOMAS M VESELOV. ALEKSEY CURNES. DAVID A AULD. ROBERT BRAME. HERMAN LAURETANO. ANTHONY SCHINN. LARRY TUCKER. SHERMAN HARRIHAN. ALAN CASTRO. GERALD WEINBERG. DAVID A MAHOOD. TIMOTHY A HEINZ. GARY J D'ALCONZO, JASON C SLOCUM. DONALD E GAMEZ, IVAN SUNDBERG. ANDREW TALLET. FIDEL *PEPE* DIAZ. FERNANDO A DYMOND II. HARRY *JAY* VALANCY, STEVEN N GLOWER. CHARLES *ALLEN* HASTON. GARY L WALLIN. ANDERS E BUCCI , ERNEST J BAILEY, DONALD L LENTZ BRIAN D THULIN. JOHN *CHIP* PARKS. ROBERT *BOB* JOSEPHSON. DOUG A RAMIREZ. JOEL CRISP. GERARD

State Count: 78

TOWNSEND. DALE NORTH. CHRISTOPHER DAVIDSON. JEREMY R BLANKINSHIP. BARRY D DAVIDSON, SAM L SHAY, JOE T JR JACKSON. THOMAS S BENNETT. JAMES D *DOUG* MORGAN, JAIME L WINSTEL. JONATHAN P KENNEDY. HERBERT *SHANE* METCALF. SAM A MAURER, MICHAEL 6 BRANNIES. RICHARD W

17230 NW 77TH CT 518 SONOMA DR 144 VICTORIAN LANE 806 JADESTONE CIRCLE 244 VALENCIA BLVD 5575 62ND AVE 7755 150TH LANE N 5355 SCATTERED OAKS CT 6951A VICKIE CR 91063 FIDDLER DR 6327 RAVENWOOD DR 1548 S MISSOURI AVE 7246 CHERRY PASS 9811 HAWK RIDGE RD 3706 POND VIEW LANE 19300 SW 36TH ST 7955 NW 171 ST 10220 GROVE LANE 1279 SW 15TH ST 3140 SW 120TH RD 17630 JEFFERSON ST 10170 ALLEGRO 3029 KILLEARN POINT CT 5001 CHANOELLE DR 14400 BALD EAGLE DR 2890 MANDARIN MEADOWS DR 1502 SE US HIGHWAY 301 1440 CORAL RIDGE DR 190 COUNTY RD 35 16280 OKEECHOBEE BLVD 10872 TAHORON 161 SOUTHEAST 7TH AVE 37 ZONAL GERAINIUM TRAIL

7335 NOB HILL DRIVE 195 MARCELLA AVE 64 DELRAY CIRCLE 155 MOORE ROAD 13045 HAMILTON ROAD 22 LATIMER LANE 3626 LAKESHORE DRIVE 3350 LONGFIELD DRIVE 324 HIRAM LANE 2955 SUMMIT LANE 267 CYRIL P BURKHALTER RD 207 KINGS CREST BLVD 1505 BRIERSCHUTE 1135 STILLWELL-CLYO RD

HIALEAH 33015 VALRICO 33594 JUPITER 33458 ORLANDO 32828 LARGO 33770 PINELLAS PARK 33781 PALM BEACH GARD 33418 JACKSONVILLE 32258 WEST MELBOURNE 32904 FERNANDINA BCH 32034 SARASOTA 34243 CLEARWATER 33756 OCALA 34472 TALLAHASSEE 32312 SARASOTA 34235 DUNNELLON 34431 HIALEAH 33015 COOPER CITY 33328 BOCA RATON 33486 MIAMI 33175 OAKLAND 34787 BOCA RATON 33428 TALLAHASSEE 32312 PENSACOLA 32507 FORT MYERS 33912 JACKSONVILLE 32223 HAWTHORNE 32640 CORAL SPRINGS 33071 BUNNELL 32110 LOXAHATCHEE 33470 BOCA RATON 33498 HIALEAH 33010 PALM COAST 32164

MACON 31216 SHARPSBURG 30277 NEWNAN 30265 VILLA RICA 30180 PALMETTO 30268 CARTERSVILLE 30121 AUGUSTA 30907 SNELLVILLE 30039 CLAYTON 30525 MONROE 30655 GLENNVILLE 30427 PERRY 31069 ALPHARETTA 30004 SPRINGFIELD 31329

786 380-3949 813 5D4-0556 561 504-3871 407 448-7010 727 585-9946 727 5412268 561 745-9991 904 2609424 321 956-2010 904 277-8000 941 351-6876 727 409-3191 352 362-6797 850 893-4618 941 954-8009 352 465-2148 305 825-1063 954 434-5424 954 557-9044 305 221-6044 321 277-8750 561 479-4690 850 894-5439 850 341-1336 239 768-0368 904 334-7953 352 481-4759 561 699-5611 386 931-8175 561 252-8358 561 470-9792 305 828-9526 386 437-4296

478 747 770 253 770 304 770 459 770 463 770 516 706 284 678 717 706 49D 678 940 912 237 478 396 404 429 912 657

-4183 -8987 -9249 -5882 -2485 -8134 - 5749 -8521 -0160 -4402 -1056 -4261 -9393 •6812

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Area Phone State Distributor Name Address City Zip Code Code Number

GA HEATON. MICHAEL P 617 CARRINGTON RIDGE STOCKBRIDGE 30281 678 491 -0461 GA KOEHN. JAMES S 786 OAK RIDGE COURT LAWRENCEVILLE 30044 770 289 -4447 GA SINGLETON. MICHAEL J 110 SLAPPY DR HAMILTON 31811 706 332 -4416 GA VAZQUEZ, ENRIQUE *HENRY* 3630 ELINBURG DR BUFORD 30519 404 663 -6228 GA ROWLAND. RUSSELL *JACK RO 235 ROLLINGWOOD DR ATHENS 30605 706 714 -7502 -,GA CATO. LAWRENCE "MITCH- 478 HENDON ROAD WOODSTOCK 30188 404 819 -2642 GA PARKER. LESLIE *WAYNE* 3780 JONES CREEK DR BUFORD 30519 *N0 PHONE*** GA GAUNDER, CHRISTOPHER M 427 DOCKSIDE COVE WOODSTOCK 30189 770 596 -3858 GA GALLAWAY. JEFFREY L 1065 ASHFORD CHASE COURT MACON 31210 478 719 -2686 GA MARQUEZ. JOSE *ALEX MARQU 1835 TIMOTHY DR. NE ATLANTA 30329 404 993 - 0503 GA ALLEN, MATTHEW D 7728 SOARING EAGLE DR FLOWERY BRANCH 30542 678 628 -3858 GA HAMBRICK. BARRY W 2199 NARROWAY CHURCH CIRC DALLAS 30132 678 787 -5395 GA TANNER, RICHARD D 7974 MACARTHUR LANE VALDOSTA 31601 229 560 •7556 GA SHEPHERD, JAMES JR *JIM* 1593 PATES CREEK RO STOCKBRIDGE 30281 770 714 -3209 GA WORTMAN. WESLEY R 369 CENTURY STATION DR ROSSVILLE 30741 423 883 -5466 GA KUFFREY. GEOFFREY 4804 ANNISTOWN ROAD STONE MOUNTAIN 30087 770 413 -5999 GA GOEN. CHARLES 4851 WRIGHTSBORO ROAD GROVETOWN 30813 706 799 •1613 GA CROSSWAY. DONALD 2733 STANLEY MAXWELL RD BOWMAN 30624 706 245 -8163 GA HALABY. SCOTT 803 MARBROOK DR LAWRENCEVILLE 30044 770 972 -6964 GA CAMP. D ALAN 4190 HURT BRIDGE RD CUMMING 30028 678 947 3992 GA RASCH, RANDON M 532 BILL WATKINS ROAD HOSCHTON 30548 706 654 9384 GA CAMPBELL, WALTER S 210 MORNING GLORY RIDGE CANTON 30115 770 844 6333 GA 5IDWELL. R STEVE 14 SILVERMONT DR SE SILVER CREEK 30173 706 346 5364 GA JQNES, SCOTT E 3228 WARREN CREEK DR HIRAM 30141 770 439 3130 GA GOSSETT, DANIEL A 522 BRADFORD PLACE COURT LOGANVILLE 30052 770 466 7141 GA ROBERG. STEVEN R 10 PERRY RD BLOOMINGDALE 31302 912 441 4360 GA EDWARDS. ROBERT L 35 BARRY DR FORSYTH 31029 478 994 4653 GA GRANBY. STEVEN C 5331 AMBER COVE WAY FLOWERY BRANCH 30542 770 965 1968 GA KICKLE. WALTER *KEVIN* 807 CAMBRIDGE CREEK DR CONYERS 30094 770 860 0563 GA KEESLER. WILLIAM *BILL* 27 ANN RD CARTERSVILLE 30121 770 757 1396 GA DAVIS. RICKY D 56 LEE ROAD SE CARTERSVILLE 30121 706 537 4449 GA ALLEN. DAVID 85 HICKORY BRANCH DR ACWORTH 30101 404 944 5623 GA FARESE, JOSEPH 575 SAINT REGIS LANE ALPHARETTA 30022 678 795 1963 GA GREGORY. STEVEN R 95 FIVE OAKS DR COVINGTON 30014 770 787 6544 GA GILLHAN, JOHN A 4024 HOLCOMB CREEK DR BUFORD 30519 678 714 2753 GA CAPRARO, RICHARD M *RICK* 617 MAGNOLIA ST VILLA RICA 30180 404 550 4170 GA CALDON, GEORGE J 500 CAMBER WOODS DR ROSWELL 30076 678 698 4519 GA KING, ROBERT C 4450 INDIAN TRACE DR ALPHARETTA 30004 404 915 9350 GA WEST, LEROY M JR 9325 WHITFIELD AVE SAVANNAH 31406 912 354 9119

State Count: 53

HI DAFANG. JOVENCIO *JOE* 91-1662 KAUKOLU STREET EWA BEACH 96706 808 216 6574 HI CANON, ALBERT D *DINO* 91-1512 KEONEKAPU ST EWA BEACH 96706 808 778- 6099 HI ABALOS. ROBERT D 522 POHAI ST KAHULUI 96732 808 877- 6688 HI ALABAB. TONY JR 118 WEST PAPA AVE KAHULUI 96732 808 778 6633 HI ITAKURA, MILES E PO BOX 610 KALAHEO 96741 808 551- 9460 HI TOMIHAMA, RDY S JR 95-213 KUAHAUA PL MILILANI 96789 808 222- 5941 HI LIPPERT. TONY H 1617 MONTE ST HONOLULU 96819 808 352- 4003 HI RAGUDOS, GUILLERMO S *JOS 98-687 EWELANI ST AIEA 96701 808 388- 3878

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State D i s t r i b u t o r Name


Address City Zip Code Area Code

Phone Number

Page Date

10 1/01/2011

HI NAKAOKA. CURTIS Y HI SEXTON, RUSSELL D

State Count: 10

lA STOUT. DONOVAN K lA BUCHMEYER. MARCUS Q lA ANDERSON.. AARON P lA PEARSON. NATHAN E lA JOHNSON. GREGORY lA COATES, ERIC A lA PHILEBAR, KEVIN J lA STEFFENSMEIER. LISA lA MENTZER, SCOTT L lA MAV. MARK E *JARREN lA WAGNER, RONALD D lA TJEPKES. KEVIN L lA SAMMONS. CASEY J lA GRUSS. ANTHONY S lA CATTELL. DENNIS lA VANDEVOORDE. JOHN W lA BRUESS. DUANE C lA CAFFREY, BOB J lA MAY, MARK E lA ROTH. KEVIN M

State Count: 20

ID STURHAN, ROBERT D ID BOLL. JONATHAN A ID JENSEN, SHANE ID BEAN, NOEL ID BARBER, PHILIP M ID HARPER, WILLIAM A ID JENSEN, PAUL W

State Count: 7

IL THURMAN, ROBERT F IL BLIVEN. STEPHEN A IL MARKHAM, SETH R IL GOLEBIEWSKI. KRZYSZTOF IL KRAGE, KEVIN W IL ZAHARIAS. THOMAS M IL FUCHS, MICHAEL P IL PETROVICH. ART IL HOLER. JOHN E IL BERGMAN. KEVIN R *CHRIS W IL ANDRINOPOULOS. ARTIE IL SHERRICK. CLARENCE *CHRrS

73-4369 LAUI ST 95-1060 HAALILO ST

106 REDBUD LANE 1674 HIGHWAY 30 498 NORTH 8TH ST PO BOX 34 2748 NW 75TH PLACE 165 PRINCETON PL 26821 FRICHER RD

*BRAN 1817 3S5TH AVE 21063 ERBE ST

HALST 945 202 AVE 2719 BRUNSKILL RD 1340 ORIOLE AVE 22133 120TH AVE 225 NW 50TH PLACE 67 NE 72ND ST 5154 NORWOOD DR 400 4TH STREET 2440 NEWPORT SW 945 202ND AVE 1002 7TH ST

12262 IOWA AVE 1032 E 1200 N 1900 N MCDERMOTT RD 11615 N CHASE 4345 HENDERSON LN 479 EAST KING RD 539 E 700 N

5020 E RICHLAND AVENUE 403 W. SHERIDAN 3610 MAPLE 29 W 280 MARK DRIVE 42W 721 STILLMEADOWS LANE 1482 WOODSCREEK CIRCLE 4240 PEARTREE DRIVE 7000 GOLFVIEW OR 473 VERRETT STREET 1433 RIVERBEND 10N933 HIGHLAND TR 113 N MAPLE

KAILUA KONA 96740 MILILANI 96789

COUNCIL BLUFFS 51503 CALAMUS 52729 LE CLAIRE 52753 CENTRAL CITY 52214 ANKENY 50021 DUBUQUE 52001 SILVER CITY 51571 BROOKLYN 52211 CARLISLE 50047 PELLA 50219 DUBUQUE 52003 SIBLEY 51249 DELTA 52550 DES MOINES 50313 PLEASANT HILL 50327 BETTENOORF 52722 DEEP RIVER 52222 CEDAR RAPIDS 52404 PELLA 50219 SHELDON 51201

NAMPA 83686 SHELLEY 83274 KUNA 83634 RATHDRUM 83858 POCATELLO 83202 KUNA 83634 FIRTH .83236

CHILLCOTHE 61523 PETERSBURG 62675 BERWYN 60402 NAPERVILLE 60564 ELBURN 60119 CRYSTAL LAKE 60014 LAKE IN THE HIL 60156 COUNTRYSIDE 60525 ELMHURST 60126 WHITE HEATH 61884 HAMPSHIRE 60140 MT PROSPECT 60056

808 329-1145 808 626-7140

712 323 563 210 563 340 319 521 515 289 563 513 712 242 928 249 515 971 641 990 563 590 712 461 641 799 515 314 515 261 563 508 641 596 319 369 641 628 712 324

208 830. 208 520. 208 861 208 687. 208 238^ 208 863 208 346-

309 274 217 632 708 484 630 922^ 630 365. 815 479. 847 854. 708 853-630 832-217 778-630 774. 847 610-

-6877 -8831 •5258 •1069 -1839 -7510 •8594 -0154 -3735 -2946 -9889 -2823 -6310 -4713 •7125 -1595 -2782 •0916 •1186 •4587

5243 1649 7048 5581 0243 4873 4310

4109 7469 5473 1913 5573 1075 6410 0093 2911 2200 9326 0918

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IL NAWROT. GREG P IL THOMAS. MICHAEL A IL FRIESNER, SCOTT E *ERIC* IL MORES. ANTHONY J IL TANNER, FRED H JR IL SLATER. JASON T IL DEWAR, STEVEN W IL BRANDON. DAVID G JR IL STEFFENHAGEN. WILLIAM J IL SUAREZ. ARMANDO JR IL REICHEL. JACK A IL SCALPONE. VINCENT IL HUBBLE, DAVID E IL GRIFFITH. KEITH A *ALAN* IL BRUNO. DOMINICK A IL STRAWSER, ROBERT M IL THATER. ROBERT G IL KANAREK, MICHAEL R IL WILLIS, DAVID M IL MCNEIL, TIM P IL KLOEMPKEN. WILLIAM E IL GELUSHIA. BRAD W IL GRIBAUDO, DANIEL 0 IL SCHMITT, JOHN M IL COCKREAM, JEFFREY T IL HUBRICH. JEFFREY A IL HAYES. THOMAS C IL KRAUSE. RICHARD D IL BLUETT. MICHAEL J IL KATZ. JERRY L IL BRIGHT. DOUGLAS IL NEWMAN. ALAN IL GOODALIS, THOMAS IL NANCE. ROGER IL CHIOVARI. JOSEPH-IL ROJEK. CHRISTOPHER IL BERGMAN, KEVIN IL WOLFE JOHN IL NORKUS. JOHN IL ORTS. ANTHONY IL DENTON, ROBERT IL ROZHON, STEVE IL HASTINGS, GERALD IL WALTER. ANDREW . IL KASTNER, ANDREW IL PERRIN, THOMAS IL KACIR, RONALD IL HAZELWOOD. GARY IL DAEMICKE. PAUL IL DAWSON, RICKY E

Area Phone Address City Zip Code Code Number

9N712 SANTA FE TRAIL ELGIN 60123 815 505-4864 635 ROCHDALE CIRCLE LOMBARD 60148 630 935-1116 1454 E 2900 NORTH RD MOWEAQUA 62550 217 433-3080 270 TIMBER RIDGE COURT JOLIET 60431 815 474-4674 8738 REZY ROAD NEW DOUGLAS 62074 613 973-9025 25010 17BTH AVE NORTH CORDOVA 61242 309 314-0631 10281 PINESAP PLACE ROSCOE 61073 815 970-3687 204 TOWNE ST MORRISON 61270 815 499-3138 5707 LANDCASTER CR MCHENRY 60050 847 264-0302 19598 M MARTIN OR MUNDELEIN 60060 224 595-2269 4235 W 151ST ST MIDLOTHIAN 60445 708 539-9138 35 S SOUTH ELGIN BLVD SOUTH ELGIN 60177 630 667-5886 205 SOUTHGATE DR BELLEVILLE 62223 618 604-4768 207 W ADAMS ATLANTA 61723 217 750-1100 554 S ARDMORE AVE VILLA PARK 60181 847 354-3188 661 OVERTURE WAY ROSCOE 61073 815 914-5572 506 SOUTHWOOD CIRCLE STEAMWOOD 60107 630 885-3041 659 ROCHDALE CIRCLE LOMBARD 60148 847 436-7162 PO BOX 3691 OUINCY 62305 217 971-6246 359 OAKLAWN ELMHURST 60126 708 997-6394 215 PINEWOOD OR GODFREY 52035 618 806-8367 3832 S 59TH AVE CICERO 60804 708 299-6284 2724 N 75TH CT ELMWOOD PARK 60707 708 557-4686 8434 MENDINGWALL DR WOODRIDGE 60517 630 432-4795 606 MAIN ST MAZON 60444 815 412-4559 507 E CHERRY ST LEROY 61752 309 531-0534 1894 GROVE AVENUE SCKAUM6URG 60193 630 721-5588 20974 WALTON RD WIL^IINGTON 60481 630 546-2602 8602 SYCAMORE COURT FOX LAKE 60020 224 243-0000 1005 W RICKELMAN AVE EFFINGHAM 62401 217 343-4240 1190 E 1800 NORTH RD MONTICELLO 61856 217 762-7603 10129 LAWRENCE COURT OAKLAWN 60453 708 4227395 1263 LEVERENZ RD NAPERVILLE 60564 630 5270675 3267 SAND ROAD EDWARDSVILLE 62025 618 6550595 1105 NORTH WHEATON AVE WHEATON 60187 630 6657846 12663 MARTINGALE HOMER GLEN 60491 708 3014565 1433 RIVERBEND WHITE HEATH 61884 217 5866364 12040 S WOLFE DR PLAINFIELD 60585 708 542-3506 7N 305 BLUESTEM CT ST CHARLES 60175 630 5841988 lOOOB ROUTE 25 OSWEGO 60543 630 966-2630 2 FALCON RIDGE COURT ALGONQUIN 60102 847 8548776 13514 W HAGGARD HOMER GLEN 60491 708 3018945 3832 W 109TH PLACE CHICAGO 60655 773 206-8454 18315 LORETTA DR MARENGO 60152 815 923-2056 708 KERRY CT GILBERTS 60136 847 561-4047 8440 W 50TH STREET MCCOOK 60525 708 209-5042 23500 FARMDALE RD WASHINGTON 61571 309 699-1996 316 CROPSEY AVENUE DIXON 61021 815 288-2363 1647 CAROL STREET DOWNERS GROVE 60515 630 417-2693 20 WEST 066 99TH ST LEMDNT 60439 630 783-8402

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IL DANIELS. JACK IL TUOHY, MICHAEL IL BERGMAN. AARON S IL WILSON. MIKE IL FREUND, ROBERT *HIKE* IL MENOZI, MARK C IL ENGELMANN, ERIC D IL LESZCZYSZYN, MARK J IL NYLEN, BRIAN IL VOYLES, KEITH E IL BORCHARDT. ROB IL HECKER. DANIEL R IL ROY, MICHAEL H IL STERNBERG. ARTHUR R IL SMITH. TONY *TJ* IL STERLING. SALLY IL STARBUCK, ERIK A IL DEUTSCH. CHARLES P IL ANGELETOS. EMANUEL IL OTTE. BRETT T

State Count:

175 NOTTINGHAM LANE 137 AUGUSTA DR. 200 N LOGAN 522 CONSTANZO LANE 1136 PINE TREE LANE 3720 PRAIRIE LANE 2043 BALDWIN RD 231 CUMHINGS DR 810 JOANNE DR 111 N BERTEAU AVE 1231 ORCHARD AVE 2213 STEINKOENIG SCHOOL R 8904 S MOODY 701 GREENVIEW AVE 29085 MECHLING LANE 822 OTTO ROAD 29 W 526 WINCHESTER CR S 205 OSAGE ST 310 WARWICK LANE PO BOX 644

BOURBONNAIS 60914 815 939-1620 GILBERTS 60136 847 697-9383 EMDEN 62535 217 376-3870 BETHALTO 62010 618 377-0351 LIBERTYVILLE 60048 847 680-4685 MORRIS 60450 815 353-2372 JACKSONVILLE 62650 217 899-6207 BARTLETT 60103 847 202-6178 MINOOKA 60447 815 467-2427 BARTLETT 50103 630 483-8736 CHICAGO HEIGHTS 50411 708 754-2562 HIGHLAND 62249 618 654-1357 OAK LAWN 50453 708 642-1233 DES PLAINES 60016 847 298-2768 ROCK FALLS 61071 815 622-0462 MACHESNEY PARK 61115 815 654-0685 WARRENVILLE 60555 630 393-6173 MINOOKA 60447 815 685-0075 LAKE IN THE HIL 60156 847 669-8086 MONTGOMERY 60538 630 212-7685

82

IN GIVENS, STEVE 5920 SOUTH 425 WEST PENDLETON 46064 765 378- 0590 IN WILSON, TERRY J 1559 MORTON STREET NOBLESVILLE 45060 317 776^ 0758 IN OTTE, GEORGE A 1196 DARCI'S DRIVE SEYMOUR 47274 812 525- 2759 IN WEIR, KEVIN R 2106 N DIXON ROAD KOKOMO 46901 765 438- 0997 IN DREWS, DEAN M 15218 HIDDEN OAKS RUN HUNTERTOWN 46748 260 452- 8871 IN THOfiNE. TODD A 12022 PEBBLEBROOK LANE CARMEL 46033 317 341- 1090 IN ROST, PAUL E JR 15698 LIN RD FORTVILLE 46040 317 440- 8155 IN TOWER. TIMOTHY D 345 N WOLF RD COLUMBIA CITY 46725 260 610- 4409 IN BONEBRAKE. CLARK 10018 E 131ST STREET FISHERS 46038 317 845- 3451 IN OLSON. RONALD J 6495 GLENWOOD TRACE ZIONSVILLE 46077 317 503- 1563 IN YODER. RICHARD L PO BOX 127 WAKARUSA 46573 574 354- 2646 IN YODER. DAVID L 923 S 23RD STREET SOUTH BEND 46615 574 252 -9827 IN HOFFMAN, DREW A 17218 MCDUFFEE RD CHURUBUSCO 46723 260 515- 3525 IN ALLEN. MICHAEL 5059 BENJAMIN RD TERRE HAUTE 47802 812 234- 5701 IN GUILFOYLE, PAUL R *RICK* 22433 ST MARTINS LN GUILFORD 47022 513 652- 3249 IN GRAF, DAVID R 51328 HARBOR RIDGE DR GRANGER 46530 574 344- 6437 IN SMITH, STEVEN R 1707 MIMOSA LANE ANDERSON 46011 765 623^ 9741 IN GIUFFRE. MARK 11855 BUCK CREEK CIRCLE NOBLESVILLE 46060 765 749- 3260 IN COOPER. MARVIN W *WAYNE* 500 N MERIDIAN ST PITTS50R0 46167 317 370- 9493 IN REINHARDT, MICHAEL A 20 ELM DRIVE PLAINFIELD 46168 317 413- 0916 IN SCHIJLTZ, MICHAEL J 4348 EAST 102ND AVE CROWN POINT 46307 219 741- 5477 IN OURY. DONALD J 16435 LINCOLN HWY NEW HAVEN 46774 260 704- 2828 IN GOODPASTER, DARRELL G 8486 N 100 W FOUNTAINTOWN 46130 317 509- 2557 IN BURES. TONY A 809 N DIVISION ST BRISTOL 46507 574 214- 9167 IN CHR2AN, MICHAEL J 63765 THORN RD NORTH LIBERTY 46554 574 656- 9055 IN CLUELOW, HARRY 12002 LANTERN RD FISHERS 46038 317 445- 1621 IN LIVRONE, DAVID 65322 STATE RD 331 BREMEN 46506 574 6334431

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Area Phone State Di stributor Name Address City Zip Code Code Number

IN SOBOTA, CHRISTOPHE 3544 42ND STREET HIGHLAND 46322 219 682 -7665 IN HOLDMANN, CHUCK A 4283 W 153RD AVE CROWN POINT 46307 219 696 -1565 IN DENNIS. MARK D 7207N CR200W LIZTON 46149 317 994 -5092 IN YOUNG, JAMES A *JrM* 10035 N TURKEY CREEK 702 SYRACUSE 46567 574 518 -1668 IN HARRIS. ROBERT R 994 E LEVILEE RD WARSAW 46582 574 453 -9424 IN HAMILTON. GROVER 4341 W CARMOLA DR BLOOMINGTON 47404 812 876 -8559 IN GUTIERREZ. JOSEPH G 5767 ROOSEVELT PL MERRILLVILLE 46410 219 884 -7545 IN RILEY. MICHAEL K 6209 GRANNER DR INDIANAPOLIS 46221 317 509 -6425 IN HAGAN, DEAN A 2067 W COUNTY RD 725 N LIZTON 46149 317 994 -5376 IN ACKERMAN, CRAIG L 11500 NADORFF RD GREENVILLE 47124 812 923 -9235 IN WAKEFIELD. CHARLES R 2920 E 750 S CLAYTON 46118 317 539 -7621 IN BEEDLE, WILLIAM B 763 JUNIPER RD VALPARAISO 46385 219 759 -1246

State Count: 39

KS RIEDEL, ROGER E PO BOX 724 TONGANOXIE 66086 913 432 -7941 KS JONES. STEVEN L 11228 VALLEY HI COURT WICHITA 67209 316 640 9900 KS YOST, TREVOR N 771 E 1485 ROAD LAWRENCE 66045 785 760 3541 KS GUNELSON. JEFFREY S 724 W WALNUT STREET SALINA 67401 785 643 5019 KS WILLMON, JOHN T JR 9705 W 49TH PLACE MERRIAM 66203 913 634 8893 KS CAMERLINCK. BRENT 10399 BARTON RD LEONARDVILLE 66449 785 313 0172 KS WALTERS, LAYNE W 12808 S WIDMER OLATHE 66062 913 961 3255 KS JEFFRIES, JOE T 17423 SW OHIO ST DOUGLASS 67039 316 651 7473 KS HAUFLER, ERNEST C *ERNIE* 7006 SE 89TH ST BERRYTON 66409 785 817 2933 KS DUERKSEN, LUETTA A *JAMES 831 SOUTH ERIE WICHITA 67211 316 258 7929 KS GROSSMAN. JASON T 2206 MYRTLEWOOD CT DERBY 67037 316 304 3771 KS SCHROEDER-DAHLSTEN, CAROL 1444 DOVER RD MCPHERSON 67460 620 241 6257 KS CROSS. KENNETH W 201 E KEY SALINA 67401 785 820 0452 KS MUTH, STEVEN 1546 BACHTOLD SALINA 67401 785 452 8547 KS AHRENS, JOHN 15410 LAKE RD 10 GARDNER 66030 913 488 8665 KS LUMM, DAVID 318 N 2ND ST INDEPENDENCE 67301 620 331 7772

State Count:

KY ROBINSON. PATRICK KY PARKER. BRIAN K KY BURDETTE. RICK 0 KY WETZEL. JACK A KY GOINS. WILLIAM *TONY* KY MARTIN. JOHN R KY SULLIVAN, JOHN C KY SIMPSON, BRIAN W KY HARP, JOHN D KY CORNETT, RONNIE £ KY HAMBY, PAUL R KY HOBBS. PHILIP L KY MORGAN, PRESTON R KY CONLEY, WILLIAM *ED* KY EMBRY, BARRY L KY WALKER. JEFFERY K

16

151 SYCAMORE DRIVE 878 MAHER ROAD 3614 ECHO VALLEY CIRCLE 705 VICTORIA PLACE 1233 BRIGHTLEAF BLVD 4273 KNOB CREEK RD 3470 YODER TJPTON RD 2120 DEATSVILLE RD 729 FLINT RD 1142 CANNONBALL WAY 6306 HWY 26 164 CRESCENT VIEW DR 155 MONROE RD 1858 S STATE HGWY 207 1318 CHERRY LANE 8 KYLES LANE

LANCASTER 40444 859 584-2322 WALTON 41094 859 743-2247 LA GRANGE 40031 502 338-7248 LOUISVILLE 40207 502 287-8888 ERLANGER 41018 859 727-3116 BROOKS 40109 502 381-1954 TAYLORSVILLE 40071 502 396-9008 SHEPHERDSVILLE 40165 502 609-5285 WACO 40385 859 358-6115 INDEPENDENCE 41051 859 760-9868 ROCKHOLDS 40759 606 260-1685 SHEPHERDSVILLE 40165 502 296-3638 CALVERT CITY 42029 270 898-3030 RUSH 41168 606 474-9037 BEAVER DAM 42320 270 274-9708 FT THOMAS 41075 859 441-7148

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KY GRIVOIS, DANIEL J KY HATFIELD, DAVID F KY CRUMP. TRUITT K

LA LA LA LA LA LA LA LA LA LA LA

MA MA MA MA MA MA MA MA MA MA MA MA MA MA MA MA

MD MD MD MD MD MD MD MD MD MD MD

State Count:

BELAIRE. DARIN K NICHOLS. RICKY D MCWILLIAMS, CLAYTON J FREEMAN. JOHNNY R FREEMAN. JESSE M LEWIS, ALAN L FALCON, HERSHEL HERNDON. ANTHONY *CRArG' WARREN, EDDIE B AYO, SHANE G MURRAY. MICHAEL S

State Count:

BROOM. DOUG ALLEN. MATTHEW C HICKS, WILLIAM J KRAIN. GREGORY J WHITNEY. MICHAEL G CROSBY, MICHAEL J WOSKIE, DAVID F DUFFY. KER.RY SMITH, ROBERT H GILLIS, ED LUKE, JAMES FIELDS, DAVID FERNALD. DANA E MURPHY. PAUL F JOHNSON, DAVID S MURPHY, CRAIG J

State Count:

19

11

16

PEAY, WILLIAM *DAVE* KIDD, JEFFREY A HAMMOND, NOAH Z ALT. DUDLEY F *DOUG* CANI6LIA. ANTONIO E ALBERTSON. SCOTT M PESSAGNO. MARTIN T SCHWEITZER.JESSICA M *BRI AMEREIHN. WILLIAM A GROVES. DEBORAH E *ERNEST ROARK. TROY

8121 AVANTI WAY 1621 WASHINGTON BLVD 7615 ROCKWELL RD

3734 PARKER ROAD 25558 PLANTATION AVE 212 CALCASIEU LOOP 366 JEFF TIDWELL RD 122 ASHFORD LANE 15 EMILE AVE 14416 COTTINGHAM COURT 4609 HWY 14 PO BOX 2211 971 HIGHWAY 20 3552 ST RAPHAEL LANE

175 SCANTIC RO 225 ADAMS RD 16 HERRICK RD 81 WAVERLY STREET 42 CORAL RD 3 GEORGE ST 28 LELAND HILL RD 57 BENNETT RD 2 BAYVIEW AVE 70 FAYMORE DRIVE 23 MACKINTOSH ST 21 RACE COURSE RD 2 PARKHURST DRIVE 121 FULLER STREET 11 REDCOAT LANE 1125 THORNOIKE ST

695 VERDA LANE 603 WALKER ST 512 LOCUST AVE 13 CRESTVIEW GARTH 2045 ROLLING KNOLLS COURT 17738 JENNIFER LANE 2115 OLIVER DR 7802 W B & A RD 2504 PUTTY HILL AVENUE 110 TRENT HALL CT. A 18 GROUND PINE PATH

LOUISVILLE 40291 LOUISVILLE 40242 WINCHESTER 40391

SULPHUR 70663 DENHAH SPRINGS 70726 LEESVILLE 71446 DOWNSVILLE 71234 Y0UN6VILLE 70592 KENNER 70065 BATON ROUGE 70817 NEW IBERIA 70560 DENHAM SPRINGS 70727 THIBODAUX 70301 SULPHUR 70663

HAMPDEN 01036 EAST BROOKFIELO 01515 BLANDFORD 01008 ARLINGTON 02476 SPRINGFIELD 01118 PLYMOUTH 02360 SOUTH GRAFTON 01560 MARBLEHEAD 01945 BERKLEY 02779 AGAWAM 01001 FRANKLIN 02038 LAKEVILLE 02347 LAKEVILLE 02347 MIDDLEBORO 02346 LEXINGTON 02420 PALMER 01069

HUNTINGTOWN 20639 ABERDEEN 21001 WESTMINSTER 21157 BALTIMORE 21237 HUNTINGTON 20639 HAGERSTOWN 21740 PRINCE FREDERIC 20678 SEVERN 21144 PARKVILLE 21234 FRIENDSHIP 20758 ELKTON 21921

502 231-5412 502 412-7551 859 338-1015

409 363. 225 485. 337 208 318 348-337 349-504 275-225 752-337 560^ 225 938-985 637^ 337 527-

2304 7231 6511 2572 0068 9302 2695 5324 6804 7882 9048

413 566-2239 774 696-6283 413 427-8790 781 850-6180 413 563-4299 508 889-3403 774 312-5266 781 854-6259 508 8247736 413 7866261 781 760-0837 508 400-6385 508 947-8024 508 946-1302 781 863-5421 413 283-4775

443 486 443 528. 410 596 410 404. 301 706 301 908-443 975. 301 529. 410 935. 240 229 302 545-

4737 2823 4815 6788 2831 3087 4510 9607 5895 7708 5118

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MD MD MO MO MD MD MD MD MD MD MD MD MD

BENJAMIN. HENRY *WAYNE* CORBETT. ROBERT LAYTON. JEFFREY DEBOE. STEVE HAITMANEK. KEVIN LAMBERT, ERICK WEICHERT. GEORGE JR PARR, DAVID MCKENNEY. BRIAN P BERMAN. BARRY E JANECZEK. EUGENE *BUTCH* KELLY, JOHN L CORBETT, JAMES J

15 CARTER RD 2706 PEMBERTON RIDGE 9943 MILA ST 17 HARWOOD DR 11006 POWERS AVENUE 2771 SWANN WAY 7929 OAKDALE AVE 11.19 LITTLE MAGOTHY VIEW 1308 SPENCERVILLE RD PMB 393 AT UPS STORE 1736 DREXEL RD 4718 QUIMBY AVE 2195 BALTIMORE BLVD

RISING SUN 21911 BALDWIN 21013 DENTON 21629 HARWOOD 20776 COCKEYSVILLE 21030 DAVISONVILLE 21035 BALTIMORE 21237 ANNAPOLIS 21409 SPENCERVILLE 20868 WESTMINSTER 21157 OUOALK 21222 BELTSVILLE 20705 FINKSBURG 21048

State Count: 24

410 688-2540 410 5578255 410 4799564 301 943-6477 410 628-2886 410 956-5767 410 780-9581 410 349-2083 301 476-9543 410 375-0066 410 477-2863 301 793-9264 410 876-3309

ME PAQUETTE. DONALD R SR 8 F SANBORN RD SABATTUS 04280 207 375. •7210 ME GARMAN. SCOTT A 227 INDIAN RD WISCASSET 04578 207 350. •5753 ME WHEATON. RYAN D 58 FIRST ST WEST GARDINER 04345 207 615^ •1670 ME HINKLEY. JAMES W JR 57 8 HILL ST SACO 04072 207 284^ •7663

State Count: 4

MI FRENCH. MICHAEL A 11801 DOROTHA DRIVE EATON RAPIDS 48827 517 282- 3448 MI LOISELLE. ZACHARY T 593 ANN STREET PLYMOUTH 48170 734 634^ 6898 MI SCHIMELPFENIG. LOUIS E 9963 SCHOLAR DR PICKNEY 48169 734 878^ 9283 MI KNAPP. JODY A 729 ALTA DALE ADA 49301 616 240- 2404 .MI SNELL. DOUGLAS *DOUG* 7473 PARADISE COURT GRAND BLANC 48439 810 516- 8783 M: ZINK. JOSEPH A JR 3220 CRESTHILL LANE TRAVERSE CITY 49686 231 392- 1154 MI ZUBOR. JOHN P 490 N 8 MILE RD LAKE CITY 49551 231 394- 0362 MI ATKINSON. JERRY R 171 ROOD DR CARO 48723 989 670- 9020 MI WARES. RYAN J 604 MINNESOTA AVE GLADSTONE 49837 906 280- 4240 Mt CHOROBA, TIMOTHY P 2767 BUTTERCUP CT HOWELL 48843 810 348- 6411 MI SPEDDIN6, DONALD 6 1008 IRWIN DR WATERFORD 48327 734 216- 3215 MI FRECHETTE. THOMAS H 8478 SEYMOUR RD GAINES 48436 810 275- 3064 MI TRUDELL. BARRY M 8690 MCCAIN RD PARMA 49269 517 812- 8726 MI MADIGAN. KEVIN B 14810 TOEPFER EASTPOINT 48021 810 217- 5415 MI COOK, GEORGE R 10801 SCONCEWOOD DR LOWELL 49331 616 540- 3021 Ml MINNEY, LLOYD *CURT* 1613 NEWCASTLE RD GROSSE POINTE W 48236 313 268- 8936 MI MACHINSKY. RICHARD A 2280 CARLETON WEST CARLETON 48117 313 550^ 9078 MI KLUNGLE. GORDON A *SOLE M 4935 13 MILE RD ROCKFORD 49341 616 446- 3593 Mr NYQUIST. TODD A 2830 FULLER AVE NE GRAND RAPIDS 49505 616 881- 2494 MI HARTSOCK. GREGORY B 10328 TIMBERLANE DR STANWOOD 49346 231 679- 1901 MI MORAWA. STEPHEN L 19992 POLLYANNA ' LIVONIA 48152 248 444- 6877 MI BISHOP. RONALD S 1671 70TH AVE EVART 49631 231 250 -1584 Mt LEARMAN, JEAN M *DENNrs L 1425 DOVER PLACE SAGINAW 48638 989 792- 7036 MI DANULOFF. ANDREW H 6910 KINGSLEY CIRCLE DEXTER 48130 248 330- 6412 Mt STINSON, DAVID R 8251 BRIARWOOD AVE JENISON 49428 616 560- 4283 Ml PIETROWICZ, EDWIN J JR 229 SOUTH GENESSEE ST BELLAIRE 49615 231 313. 4680 Mr SNYDER. ROCKY L 1971 W HANSEN RD SIDNEY 48885 989 287- 1284

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State Distributor Name Address City Zip Code Area Code

Phone Number

MI LOVETT. ANTHONY A 2479 ALCOTT ST BURTON 48509 810 280-8817 MI MCKENNA. TIMOTHY C 2382 SUNNY CREEK ST SE KENTWOOD 49508 616 889-4273 MI BALL. ANDREW J 836 EAST RIVER DR L'ANSE 49946 940 735-1273 MI BAKER, WILLIAM *BILL* 27983 HAAS RD WIXOM 48393 248 437-7846 MI GERAGOSIAN. GARY & RUTH 30500 BAYVIEW GIBRALTAR 48173 734 6769245 MI PANKOW. MICHAEL 59935 9 MILE RD SOUTH LYON 48178-8904 734 7758907 MI WITHUN. GARY 7081 T ERMINGER LANE SOUTH LYON 48178 248 437-8939 MI CONWAY. DENNIS 19935 HURON RIVER DRIVE ROCKWOOD 48173 734 3796428 MI SHIELDS. ROB 2929 HIDING PLACE MILFORD 48381 248 6769622 HI CHAMBOS, NICK 2373 MEADOW ST FLUSHING 48433 filO 6598208 MI RAINKO. MARK E 17480 S NUNNELEY CLINTON TOWNSHI 48035 313 7067199 MI ZIEGLER. JOHN 9484 E VERMONTVILLE HWY DIMONDALE 48821 517 646-6273 MI WHITLOCK. FRANK 4542 WEBBER SAGINAW 48601 989 771-9474 MI GREENHAN, CALVIN *SKIP* 2274 S VASSAR RD flURTON 48519 810 691-9563 MI ZISKE. JOHN 27334 NEWPORT WARREN 48088 586 754-5433 HI WAGNER. JOSEPH F 2851 WIXOM RD MILFORD 48381 734 765-4640 MI BUCHANAN. DAVID J 2424 CARLETON WEST CARLETON 48117 734 771-6532 HI MCCONE. KEVIN S 472 S WAVERLY EATON RAPIDS 48827 517 663-6443 MI MINIKEY. TIMOTHY G 5584 STEVENSON RD SHERIDAN 48884 616 835-4323 MI RYAN. TIMOTHY C 2120 GROVENBURG LANSING 48911 517 694-5668 MI BRUSSEAU, JAMES 0 2694 HESSEL ROCHESTER 48307 248 467-9522 MI BESSOLO, BRENT R 2780 WOODBINE WATERFORD 48328 248 682-8139 MI KINNUNEN, CHRISTOPHER S 105 DEERVIEW TR MARQUETTE 49855 906 249-1720 MI WOODWARD, LARRY K 14150 HARVEY LANE GRASS LAKE 49240 734 646-6259 MI ATWELL, ROBERT C *B03* 5630 W MCNALLY COLEMAN 48618 989 330-1354

State Count: 52

MN DOYLE. LYNN D 11133 MADISON STREET NE BLAINE 55434 763 767- 6833 MN 6ABRELCIK. THOMAS A 5801 4TH STREET NE FRIDLEY 55432 763 228- 0914 MN KRONHOLM, ANDREW J 26229 PHEASANT RUN LINDSTROH 55045 651 248- 0258 MN PEARSON. THOMAS A 11940 OREGON AVE N CHAMPLIN 55316 512 868- 6242 MN BLAIR. ADAM C 48993 210TH ST MORRIS 56267 320 589- 0121 MN FRYKMAN, LOUIS J 13850 62ND AVE N MAPLE GROVE 55311 763 213- 9535 MN NELSON, RICHARD G 32795 IRONUDOD DR ST JOSEPH 56374 320 265- 0900 MN ARNDT. DALE R PO BOX 7 COLOGNE 55322 952 484- 7030 MN SAGER. DONALD D 3119 MAPLE LEAF COURT LITTLE CANADA 55109 651 583- 4417 MN SPANIOL. ANDREW R 9930 ABLE ST NE BLAINE 55434 612 810^ 4389 MN HAUKOS. JEREMY A 242 1ST AVE NW ELBOW LAKE 56531 218 770 -5845 MN MCWILLIAMS. SCOT R 5293 BROOKS CIRCLE SE PRIOR LAKE 55372 651 434- 3327 MN PUFFE. DUSTIN M 18469 THOREN DR NW SOLWAY 56678 218 766- 4626 MN WILKE. KRISTOFER J *KRIS* 305 N ASH PORTER 56280 507 829- 7962 MN BENSON. LUCAS N 605 22N0 AVE N ST CLOUD 56303 763 458- 3448 MN KLOETZKE, MARVIN 2415 LISBON AVENUE LAKE ELMO 55042 651 777- 7641 MN HAYES, JOSEPH 314 N FOURTH STREET CALEDONIA 55921 507 7253622 MN THORESDN, KRAIG 5270 CEDAR AVE DWATONNA 55060 507 4511910 MN RENS, JERALD 4168 DEMPSEY AVE SW WAVERLY 55390 763 658- 4008 MN WAHLBERG. WILLIAM D 2570 JACKSON ST LITTLE CANADA 55117 651 270- 1128 MN RESCH, JAMES PO BOX 1230 INTERNATIONAL F 56649 218 283- 0845 MN MURCK, JOSEPH 26283 MEADOWBROOK LANE WINONA 55987 507 454- 1349

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MN FELIX, TERRY L MN KORMENDY. CAROL E MN DAVIDSON. PATRICK MN BAKER, JEFFREY MN JOHNSON. WAYNE L MN JOHNSON, TEDDY 0 MN HUSMANN. PAUL MN VOLD. JIM

State Count:

510 7TH AVE NW 8338 STEVENS AVE S 1072 LONE OAK LANE SW -26306 THOMAS AVE 2681 JACK PINE DR 24810 COUNTY 48 22914 FOX FIRE 5223 FLORENCE DR NW

GRAND RAPIDS BLOOMINGTON ORONOCO ELKO RUTLEDGE OSAGE COLD SPRING ROCHESTER

55744 55420 55960 55020 55795 56570 56320 55901

30

State Count: 25

218 326 952 884 507 280 612 590 218 372 218 573 320 685 507 252

- 0039 -2593 -6110 -1003 -3684 -2148 •8174 -0071

MO PODORSKI. MICHAEL A 2289 KENOSHO OVERLAND 63114 314 330 •0051 MO EVERSON, JAMES *SCOTT* 501 S ADAMS RAYMORE 64083 816 318 -4301 MO EMERSON, DANIEL P 701 SHOREVIEW DRIVE RAYMORE 64083 913 708 -3547 HO DAY. JAMES F 105 LONE OAK SIKESTON 63801 573 380 -2275 MO JONES. SPENCER M 27880 HWY T FOREST CITY 64451 816 261 -4240 MO ADKISON. JAMES J 1505 MULLANPHY FLORISSANT 63031 314 630 -5170 MO RANDOL. DOUGLAS R 447 CR 4706 POPLAR BLUFF 63901 573 718 1615 MO WILLIAMS. BENJAMIN E 201 LENSING RD RHINELAND 65069 573 291 9621 MO HAMMING. JOSHUA K 206 NE KEYSTONE DR LEES SUMMIT 64086 816 668 2854 MO NIEBRUEGGE, ROBERT E 4024 APPLE VALLEY DRIVE ARNOLD 63010 314 960 5187 MD WALTERS, LEE C 8 SILVER LEAF CT LAKE ST LOUIS 63367 314 503 4572 MO DOLSON, JOHN E 1308 COTTAGE LANE JEFFERSON CITY 65101 573 999 9413 MO NIELSEN, JAMES A 413 LAKE ST ROCKAWAY BEACH 65740 417 827 4727 MO FRIEDLY, RODNEY 2633 OBERHELMAN RD FORISTELL 63348 636 398 4099 MO DAAKE. ROGER 508 HAWTHORNE DR NIXA 65714 417 725 0227 MO LUEBBERT. MICHAEL 102 DOHMAN HOUSE LANE LOOSE CREEK 65054 573 897 4422 MO GOODWIN. JEFF S 4912 ELDER RD VILLA RIDGE 63089 314 223 7069 MO COSTELLO. ROBERT C 34422 HOLT #285 OREGON 64473 660 446 2383 MO COPELAND. PAUL *CATHERINE PO BOX 626 BUCKNER 64016 816 210 6653 MO BENBOW. CHARLES E 24211 SW HIDDEN VALLEY RD PECULIAR 64078 816 779 7297 MO WEST. ROBERT E 6226 SW COOK CIRCLE PLATTSBURG 64477 913 980 9000 MO OUTRIGHT, HARK A

WIKSTROM. JAMES R 7 OAK DR ST PETERS 63376 635 397 4292

MO OUTRIGHT, HARK A WIKSTROM. JAMES R 36000 WESTERMIER RD SEDALIA 65301 660 668 3765

MO HATHEWAY. CHAD C 264 CHICKWEED LANE JACKSON 63755 573 979 0119 MO GERLER, SCOTT E 801 TRADEWINDS DR PERRYVILLE 63775 573 547 2168

MS BEASLEY, JEFFERY *SCOTT* 5427 FAIN LANE BELDEN 38826 662 397^ 6906 MS HUGHES. KENNETH H 2303 NORTH PINE LEA DRIVE JACKSON 39209 601 405- 4458 MS TONCREY, FREDDIE L 11350 LANDING CT BILOXI 39532 228 861- 3714 MS MONAHAN, KRISTIN E 6793 HIGHWAY 12 EAST STEENS 39766 662 251- 2490 MS MCKEE, BILLY SR 13569 MIDWAY RD TERRY 39170 601 878- 5697 MS DODDS. VIRGIL G 271 CR 1000 BOONEVILLE 38829 662 720- 6749 MS NELSON, MINDY M *KARL IS 16255 WICKSTRAND RD BILOXI 39532 228 861- 3376 MS BACCUS. JERRY *KARL* 332 A CR 600 TUPELO 38801 662 687- 0777 MS RICHARD, JOHN S *SCOT* 550 COUNTY RD 174 MCCARLEY 38943 662 274- 1314 MS WALTRESS, JONATHAN W 188 S BROOKS ST PONTOTOC 38863 662 419- 3149 MS HUBBARD, JOEL D 311 OLD HIGHWAY 13 LUMBERTON 39455 601 550- 0529

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MS MOORE. ROY K III MS CARTER, EDWARD M MS SHELTON, JOHN R MS RANDALL. RAMON *TERRY*

State Count:

226 TUDOR CIRCLE 31 LANDON CIRCLE 1151 CR 197 51 JERRY LOTT RD

BRANDON BYHALIA BLUE SPRIWGS -SUMRALL

39042 38611 38828 39482

601 695-2753 901 3352420 662 538-9992 601 268-0527

15

MT BRAUCH. DAVE R 473 TERRENCE LOOP RD BOZEMAN 59718 406 599 -1133 MT HOLLENBECK. TYLER L PO BOX 50372 BILLINGS 59105 406 698 •8297 MT HICKSON. WILLIAM J JR 1318 BROADWATER AVENUE BILLINGS 59102 406 671 -7528 MT DEVITT, CARY PO BOX 50696 BILLINGS 59105-0696 406 256-•7994

State Count: 4

NC HUGHES, BRADLEY L 7108 BRIDLESPUR LANE CHARLOTTE 28210 704 965-•6155 NC MCLENDON, JOHN 1881 CHRIS COLE RD SANFORD 27332 919 776^ •6216 NC LONG, CECIL 7100 SONOMA LANE CHARLOTTE 28278 704 588-•7667 NC REED. RONALD *DEAN* 15 DRIFTER TRAIL ASHEVILLE 28805 828 298^ •0554 NC ALDRIDGE. GARY E 5806 CARRIAGE LANE GREENSBORO 27410 *N0 PHONE*** NC GEIGER, MARK A 110 GRISMILL RD JACKSONVILLE 28540 631 236^ 3297 NC VANDERHOEF. LAWRENCE M 620 BIRD HAVEN LANE RICHFIELD 28137 704 719-•0220 NC ACKRISH. STEVEN S 724 S ELAM AVE GREENSBORO 27403 336 707- 3328 NC WHITTENTON. LONAL R JR 1093 NEIGHBORS RD DUNN 28334 910 890^ 0602 NC FELTON, TIMOTHY R PO BOX 377 DALLAS 28034 704 898^ 3002 NC MARSHALL, HAROLD 0 5810 NEWELL DR MONROE 28112 704 989- 2370 NC SIMMS, DOUGLAS J JR PO BOX 56 LITTLETON 27850 703 298- 7295 NC WEISSER. CHADWICK F 316 BRIDGETON COURT WILMINGTON 28411 910 619- 1651 NC HAMM. RICKY L 163 SNAP ON LANE SPARTA 28575 366 657- 0250 NC WEAVER. JEFFREY D 528 OLIVIA WAY SELMA 27576 919 631- 6855 NC FLAKE, KENNETH A 2387 PHILLIP SUTTON LANE GREENVILLE 27834 252 341- 6433 NC HATCHER, STEPHEN W 830 LAMAR RD CONCORD 28025 704 706- 5869 NC HARDOIN, MATTHEW L 2376 FULBRIGHT DR CONNELLY SPRING 28612 828 413- 4998 NC BIENKIEVITZ, MARK T 6401 CROWN HILL DRIVE CHARLOTTE 28227 704 778- 0089 NC HUDGSTON. CHRISTOPHER S 1194 TUFTON PL CONCORD 28027 980 622- 6069 NC JACKSON. JASON M 176 FOREST HILL RD WAYNESVILLE 28785 828 421- 8001 NC ADAMS. TRAVIS E 345 TOM CAUDLE RD LEXINGTON 27295 704 201^ 5663 NC DESIMONE, SCOTT S 3880 STONEY CREEK DR LINCOLNTON 28092 781 853- 3954 NC CAPPS, WENDLE H JR PO BOX 36 SUGAR GROVE 28679 423 534^ 8599 NC DUPONT. MARK P 2487 BRAWLEY SCHOOL RD MOORESVILLE 28117 704 231- 7425 NC MANGES. LARRY C 6465 BELLCROSS TR WHITSETT 27377 336 260^ 9436 NC FESPERMAN, ANDY L 7831 WRIGHT RD KANNAPOLIS 28081 704 519^ 9418 NC GLASSER. MATTHEW A 14 NORTHVIEW LANE HENDERSONVILLE 28792 828 329- 6298 NC CARTER. MICHAEL E 367 BARBER LOOP MOORESVILLE 28117 704 953- 1586 NC OVERFELT. JASON R 8509 APPLECROSS CIRCLE APEX 27539 919 524- 3214 NC NEWCOMER. MARK D 101 ALDRIDGE LANE ARCHDALE 27263 336 215- 9206 NC CAMPBELL. JEREMIAH J 1900 EMBARK DR KERNERSVILLE 27284 336 314- 6959 NC VON KOHLER, ERIK 2783 WILLIAM HENLEY PL SOPHIA 27350 336 688- 4400 NC HARTSELL. JOHN C 11 8543 FURRIER DR CHARLOTTE 28270 980 406- 7763 NC TRACY, KEVIN L 1528 BROOKSIDE AVE FAYETTEVILLE 28305 910 578- 7503 NC MOORE. WALTER *GRAHAM* JR 472 WALTER BRIGHT ROAD SANFORD 27330 919 721- 1521

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NMTC. Inc. d/b/a Active Distributors By

Mateo Tools State for 2010

Area Phone State 01stri butor Name Address ^ City Zip Code Code ber

NC CANTRELL, CHARLES W JR *c 282 KINGSWOOD DR HENDERSON'/ILLE 28792 828 6 74 •6449 NC TETLAK, EDWARD 8105 IRON BARK COURT RALEIGH 27606 919 2337545 NC HANEY. JAMES A 813 OLD MAGNOLIA LANE WAKE FOREST 27587 919 562 -7124 NC GAULIN, JOSEPH B JR 213 WINDSOR FOREST CIRCLE FLETCHER 28732 •828 301 -5440 NC CLAYCOMB. MARK 99 GOOSENECK RD WEST ROCKY POINT 28457 910 675 -2702 NC KENNEDY, PATRICIA *RQNNIE 4240 NICHOLSON ROAD CAMERON 28326 919 4996833

, NC MILAM. BRAD 91 AMBER RD TIMBERLAKE 27583 336 364 -9798 NC DUGGINS. DWIGHT PO BOX 1311 KING 27021 336 983 -9683 NC WILLHOIT. ROBERT A 1295 SPRING GARDEN RD NEW BERN 28562- 9391 252 633 -2655 NC SHENE, MICHAEL 7780 SfiOOKDALE DRIVE RALEIGH 27616 919 272 -3321 NC BIRCHALL, STEPHEN 7980 CARNOSTIE DR LAURINBURG 28352 910 266 -9880 NC BALLARD. RONALD 2916 ROSECROFT DR FAYETTEVILLE 28304 910 818 -6237 NC SAWYERS. LOUIS 4437 FRIENDSHIP PATTERSON BURLINGTON 27215 336 222 -1627 NC MUTO. WILLIAM *BILL* 631 BIRDIE LANE NORWOOD 28128 704 474 -3711 NC RADFORD, LARRY 2895 MEMORIAL CHURCH RD KENLY 27542 919 284 -5816 NC HOLT, WILLIAM *TRAVIS* 1025 PERTH RD TROUTMAN 28166 704 450 -8913 NC VICKERS. KEVIN 6668 LEAH JUSTINE DR TRINITY 27370 336 472 -0631 NC GODWIN. DENNIE *TAMYKA EM 3788 WILLIAMS ROAD CLAREDDN 28432 910 653 -3755 NC RADFORD, JOHN W 530 RUFFIN RD PRINCETON 27569 919 284 -1175 NC VIGLIONE, RICHARD K 257 SUNNY PATH LANE STATESVILLE 28677 704 657 •3526 NC VICKERS. ERIC S PO BOX 3001 THOMASVILLE 27360 336 442 •3944 NC TEAGUE. EDDIE *GENE* 4 LANDON RD FAIRVIEW 28730 828 712 -7840

State Count: 58

ND PULLEN. JEROME A 2501 22ND ST SE MINOT 58701 701 837^ •6061 NO HILL. ALEXANDER T 4424 12TH ST W WEST FARGO 58078 701 318 •2364 ND SEVERSON, ERIC C 8350 COUNTY RO 30 WYNDMERE 58081 701 403 •0052 ND EDINGER. SCOTT K 2907 EAST AVE E BISMARCK 58501 701 258- •5875

Page Date

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State Count:

NE HESTERMANN, MARVIN J NE GREGORY. BRYAN J NE RYAN, STEVEN L NE BERTHELSEN. OLIVER R NE NELSON, TRENT A NE SANDERS. DALE 8 NE SMITH. TONY J NE HILFIKER. TIMOTHY A

State Count:

NH VEZINA, MARC J NH MCGETTIGAN, TIMOTHY A NH O'SULLIVAN". JACK HH DUBE. VALIER NH HAROULES, BRYAN J NH KOLOCOTRONIS, ARTHUR A

6949 EAST ASH RD 9417 MANDERSON ST 7727 N 107TH AVE 1107 SOUTH 0 ROAD 3621 432ND TRAIL PO BOX 373 14205 SHONGASKA RD 14100 AGNEW RD

151 BURKE ROAD 31 WESTVIEW RD 67 N LOWELL ROAD 3 SUNRISE DRIVE 360 OLD PORTLAND RD 29 ROSS ST

FIRTH OMAHA OMAHA AURORA RUSHVILLE CERESCO OMAHA GREENWOOD

GILMANTON BROOKLINE WINDHAM SHELBURNE FREEDOM NASHUA

68358 68134 68122 68818 69360 68017 68112 68366

03837 03033 03087 03581 03836 03060

402 440' 402 203-402 575-402 631' 308 327 402 665-402 451^ 402 786

4216 2744 1279 7739 2287 2158 1788 3522

603 267-1921 603 689-8555 603 4265227 207 754-6349 603 539-2835 603 533-9285

State Count:

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Area Phone State Distributor Name Addres s City Zip Code Code Number

NJ KUBALSKI, JOHN L 19 HEMLOCK ROAD HOWELL 07731 732 363-5754 NJ DEARAUJO, MICHAEL L 13 SAINT PETER DRIVE SOUTH AMBOY 08879 908 599-8363 NJ ZABAWSKI, ERIC 45 HARDING AVENUE OAKLYN 08107 856 287-5467 NJ CLEAVER. ROBERT S 10 DUNDAR RD EDISON 08817 732 991-2145 NJ ENGLAND. JOHN F 146 KINGS HWY HIDDLETOWN 07748 732 546-5529 NJ BERMAN. YEVGENY *ZOLTAN B 113 STERLING AVENUE SOUTH PLAINFIEL 07080 732 539-9257 NJ SILBEREISEN, LOIS *ERIK S 67 BRYANT RD TURNERSVILLE 08012 856 628-0371 NJ TRAVERS. JOSEPH A 185 LAKEVIEW AVE FRANKLINVILLE 08322 856 340-0077 NJ STUDLEY. TIMOTHY S 225 POHATCONG RD HIGHLAND LAKES 07422 215 806-5480 NJ BLOCKLINGER. SAMUEL J 47 MULLEN DR SICKLERVILLE 08081 609 352-9220 NJ LAUSTSEN. RICHARD 5 PEACHTREE RD BASKING RIDGE 07920- 3503 908 306-0677 NJ BAUERS. MICHAEL T SR 24 MT CLEMENT AVE PINE HILL 08021 609 922-7826 NJ PAGLIUGHI. ERIC M 657 WEYMOUTH RD BUENA 08310 856 207-9540 NJ DURKIN. STEVEN 65 MAPLE RD WEST MILFORD 07480 973 464-1768 NJ TSIVIS. ILIAS *DAVE* 69 REDWOOD DR BRICK 08723 732 278-2119 NJ KELLY, DANIEL M 2 SAYLEY RD MONTAGUE 07827 862 354-2723 NJ PALMERCHUCK. MATTHEW J 38 PINEHURST DR ATCO 08004 856 725-7603 NJ WELDON. ROBERT L 28 PACKARD DRIVE MILLVILLE 08332 856 457-2411 NJ 5PAN0. ROBERT 267 CROWS NEST RD MANAHAWKIN 08050 609 290-6655 NJ PALDMBI. ERNEST 615 WALTON AVE BEVERLY 08010 609 3867746 NJ WASIELESKI. CHARLES E 227 CLENDENNY AVE JERSEY CITY 07304 201 332-2623 NJ HICKMAN, WILLIAM *BILL* 191 MANALAPAN ROAD SPOTSWOOD 08884 732 2516540 NJ METZGAR, RONALD 2 EVERGREEN TRAIL MEDFORD 08055 609 3320567 NJ SHARKEY, TIMOTHY 210 COX AVE WEST CREEK 08092 609 294-9375 NJ RICHES, JOHN J 3 CORALBERRY DRIVE SICKLERVILLE 08081 856 262-9695 NJ HERVE. BRUCE 611 MILFORD MT PLEASANT R MILFORD 08848 908 996-4321 NJ TEREBEY. GEORGE 799 MCKENDIMEN RD VINCENTOWN 08088- 8632 609 268-2894 NJ GOLDEN. JAMES S 220 YOUNG RD TRENTON 08619 609 586-4038 NJ MACALUSO. JOSEPH 188 WEST 27TH BAYONNE 07002 201 436-9334 NJ BEVACQUA. ANTHONY 466 MAMIE DR BRICK 08723 732 920-5093 NJ BORINO, ERIC A 1242 VICTOR UNION 07083 908 377-9687 NJ SEIDMAN, ADAH R 820 DAWN COURT WILLIAMSTOWN 08094 856 262-8569 NJ DECASIEN, MARK J 209 HOBART AVE ABSECON 08201 609 646-8215 NJ DOSSANTOS, ALEX M 289 STEVENS AVE S AMBOY 08879 732 904-2600

State Count: 34

NM LOPEZ, ELUEO *LEO* 3800 N ROTH HOBBS 88240 575 259-9553 NM BYRD. MARSHA *CODY EMP* BOX 1032 TUCUMCARI 88401 575 461-4321 NM WIGGINS. THOMAS *DAVE* 12 SUGAR MAPLE MAYHILL 88339 325 665-4391 NM TRUJILLO. ERNEST B JR 7618 CREE CIRCLE SANTA FE 87507 505 795-1502 NM STEWART. SEAN W 2026 VERMONT ST NE ALBUQUERQUE 87110 505 379-8081 NM GRISWOLD. JUSTIN W 3309 HUNTERS MEADOWS CIRC RIO RANCHO 87144 505 615-4720 NM ARAGON. ABEL 18 LOS CIELOS LN SANTA FE 87507 505 480-3647 NM CRAMER, GARY J 1069 CR 5 CLOVIS 88101 575 799-8701 NM HARTLEY, JOHN R 251 HANKS DR LAS CRUCES 88005 575 525-0156 NM MURRAY. TERRY J PO BOX 45329 RIO RANCHO 87124- 5329 505 8920686 NM SPEAR. DEAN 2216 GARDEN RD RIO RANCHO 87124 505 2358665 NM SWARTZ, RON 1851 ALIF ROAD NE RIO RANCHO 87144 505 891-1188 NM HENSON, JARROD S *SHANE* 1225 GLORICTA NE ALBUQUERQUE 87112 505 296-9779

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NV NV NV NV NV NV NV NV NV NV NV

NV NY NY NY NY NV NY NY NY NY NY NY NY NY NY NY NY NY NY NY NY NY NY NY NY NY NY NY NY NY NY NY NY

State Count: 13

SALERA, JOHN M CARR. LLOYD R CHURCH. BRIAN W YEE. ALLEN C DICE. CURTIS D HOSPODKA. JOSEPH J MUNDAY. MARVIN T LAMB. CHRISTOPHER A VETTER, MICHAEL D CEFALU. SALVATORE MOORE, GARY C

State Count: 11

TAPPEN. ARTHUR J BRUNO. MICHAEL SMITH. ROBERT WAGNER, FRANK P BARBERIO, PIETRO *PETER* SMITH. DAVID G HEALEY. STEPHEN R HILL. STEVEN R DIETRICH, MICHAEL P ZAVODSKY, JOSEPH M

.BEARDER, SCOTT MEMBER GOETTERMAN. HOWARD J LOPEZ, ROBERT MANOR, ELLEN *CHRIST1NE*J PERRY, MIKE BEADLE. PHILIP A MONOORE. RUSSELL A GRIMM. DANIEL R MARTIN. MANUEL E CALABRESE. CARYN A *ALGIS UPLINGER. TIMOTHY J DENNISON. ANDREW R JOYCE. GARY JR GONZALES JR., MANUEL PELTON, LYLE M FIACCHI, MARIO N JR MONTOYA, ABEL A ACKER. GARY D VILLANO, DAVID SR MIRABILE. ANTHONY ROGERS. ANDREW J SHIELDS. PAUL MACYGIN, RONALD A

2540 HUMMINGBIRD HILL AVE HENDERSON 89074 11400 DEADWOOD DRIVE RENO 89508 518 BROKEN SHALE CIRCLE HENDERSON 89052 3137 GANNON RIDGE AVE NORTH LAS VEGAS 89081 PO BOX 2549 ELKO 89803 1705 KINGLET DRIVE SPARKS 89441 8944 KINGSWOOD DR LAS VEGAS 89147 240 W KIMBERLY DR HENDERSON 89015 722 SCOTTSDALE HENDERSON 89002 8713 PESARO DR LAS VEGAS 89117 55 BRIDLE PATH TERRACE SPARKS 89441

7 MARGINWOOD DRIVE 25 DECTER DR 45 CLARK AVE 46 HALLOCK STREET 25 EAST BLVD 3567 COUNTY RT 7 620 MOTT RD 3737 DEER MEADOW RUN 29 NORTH CANAL ST 37 TULIP TREE DR 21 SAGENDORF LANE 2776 SHADAGEE RD 21 PARKSIDE AVE 1511 CLOVE VALLEY RD 24 HARVEST WALK 282 E 98 ST APT IF 1193 US HWY 20 12 PLEASANT VIEW AVE 2903 WATCHILL AVE 12 STANFORD LANE 360 MOUNTAIN RD 2016 BALLINA RD 10 CENTRAL AVE 31100 NYS ROUTE 37 699 TRAVER RD 273 HOOD AVE 12 FLORAL AVE 3799 PENNSYLVANIA AVE 310 CONCORD AVE 164-22 89TH ST 60 SMITH RD 1272 CAIN RD 112 LIDO PROMENADE WEST

RIDGE 11961 KERHONKSON 12446 CORNWALL ON HUD 12520 FARMINGDALE 11735 EAST ROCKAWAY 11518 HILLSDALE 12529 DUANESBURG 12056 MACEDON . 14502 GREENE 13778 GARNERVILLE 10923 WYANTSKILL 12198 EDEN 14057 MILLER PLACE 11764 LA GRANGEVILLE 12540 WEBSTER 14580 BROOKLYN 11212 WEST WINFIELD 13491 TROY 12180 MEDFORD 11763 HICKSVILLE 11801 WINDSOR 13865 CAZENOVIA 13035 NEWARK VALLEY 13811 EVAN MILLS 13637 PLEASANT VALLEY 12569 SYRACUSE 13208 HUNTINGTON 11743 APALACIN 13732 OCEANSIDE 11572 HOWARD BEACH 11414 WURTSBORO 12790 YOUNGSTOWN 14174 LINDENHURST 11757

702 547 775 972 702 606 702 325 775 385. 775 351^ 702 327. 702 564. 702 565-702 869-775 425-

0427 3332 3566 5999 7706 4012 4404 3194 4910 3924 6984

631 924 845 626 845 542 516 694 516 672 518 610 518 528-585 732-607 222-845 947-518 728-716 570-631 258-845 380-585 787-546 492-315 725-518 461-631 745-516 994-607 237-315 439-607 242-315 486-845 505-315 440-631 338-607 237-516 766-718 843-845 888-716 745-631 226-

-1739 -0982 -2914 -1341 -4077 -0814 -2784 -9858 -9416 -1649 -0552 -0785 -7339 -08S6 -1529 -2455 -2734 - 5905 -2901 -0946 -4128 •1254 -5209 -0280 -0337 -3352 9748 7717 2028 8769 2479 7249 6952

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NY NY NY NY NY NY NY NY NY NY NY NY NY NY NY

OH OH OH OH OH OH OH OH OH OH OH OH OH OH OH Oh OH OH OH OH OH OH OH OH OH OH OH OH OH OH OH OH

KOKOT. ADAM FRANK, PAUL CAPAN, BRUCE POLLOTTA. CHRISTOP HEWITT. ELWOOD D GAMSINO. PHILIP FATIGATE, RICKY B OLDICK, aOEL H CARL, ANDREW J RESTMEYER, FRANK JR MEHM, CARL W LORY, DEIGN W HORSTMANN. CHRISTIAN SANCHEZ. JOHN II TAYLOR. JEREMY M *JAY*

State Count: 48

RUBEL. JAMES HALL. JEFFREY D SANCHEZ. DAVID R SZUST. DEMIAN V HOUGHTON. MARION *DALE* WRIGHT. JASON L KOTALAC. RICHARD J SNYDER. HUNTER J SPRANG. TODD M ANDERSON. BRIAN M PERKEY. RICHARD D FISCHER. KENNETH G RATHBUN, WAYNE E CAUDILL, BRIAN D GALLAUGHER, WILLIAM J *BI MCGLADE, JASON E HARTLIEB. JEFFREY M FRENCH. VINCENT J BURGER, PAUL A BRESLIN, FLOYD *SCOTT* . BARNES. JOHN E STEPHENS, THEODORE E *TED WAGERS. BRAD D COOK. ROBERT S ZYDEL. JOHN J GOLLIHER. RANDY T WILLIAMS. ROGER ROACH. BILL L WROBEL. ROBERT WHEAL, BRIAN A STARLING. RICHARD G SCHNEE, FREDERICK W

53 WEED AVE 208-20 47TH AVENUE 50 DENSMORE ROAD 4 WESTWIND DRIVE 25 RIVERBEND RD 203 EVERGREEN STREET PO BOX 123 5709 STATE RT 167 622 NEW SALEM RD 17 PROSPECT DR NORTH 84 HURLEY RD 514 PLOSS RD 53 HALLOCK ST 39 PICKWICK DR 10 DOREEN DR

2876 WILLIAMSBURG CIRCLE 5454 MOONFLOWER CT 142 PARKWOOD AVENUE 10768 PEBBLE BROOK LANE 28946 SHERBROOK DR PO BOX 203 3605 GOOD ROAD 168 BACON ROAD 731 KATHRYN DR 5760 GREENLAWN RD 8325 N MONTGOMERY COUNTY 7825 KINGMAN PL 2227 PAR DR 1435 STATE ST NE 2388 LIBERTY HILL RD 1924 DRESDEN RD 809 CEDAR GROVE CR 5113 WISSMAN 10482 PLANK RD 876 CLIFFSIDE DR 4245 U S RT 40 1005 N 14TH ST 3137 LANES MILL RD 1617 ESTHER AVE NE 335 WEST STATELINE RD 1091 WINCHELL RD 3701 EAKINS RD 2965 HAMILTON SCIPIO RD 1166 LAFAYETTE G19 2722 N MUNCEY DRIVE 1909 LIM8ACH RD 504 SUPERIOR STREET

STATEN ISLAND 10306 BAYSIDE 11361 ROCHESTER 14609 ROCHESTER 14624 SAUGERTIES 12477 STATEN ISLAND 10308 JOHNSBURG 12843 LITTLE FALLS 13365 VOORHEESVILLE 12186 HUNTINGTON STAT 11746 SALT POINT 12578 RICHMONDVILLE 12149 FARMINGDALE 11735 CQMMACK U725 STATEN ISLAND 10303

STOW 44224 GROVE CITY 43123 AVON LAKE 44012 STRONGSVILLE 44149 WICKLIFFE 44092 JUNCTION CITY 43748 SEVILLE 44273 CARROLLTON 44615 LOUDONVILLE 44842 HAMILTON 45011 ENGLEWOOD 45322 LEWIS CENTER 43035 AKRON 44312 CANTON 44721 CHILLICOTHE 45601 ZANESVILLE 43701 SAGAMORE HILLS 44067 TOLEDO 43615 MONTVILLE 44064 NEW CARLISLE 45344 NEW PARIS 45347 SEBRING 44672 OXFORD 45056 CANTON 44714 TOLEDO 43612 AURORA 44202 CUYAHOGA FALLS 44223 HAMILTON 45013 MEDINA 44256 PORT CLINTON 43452 CLINTON 44216 GENOA 43430

917 903-9921 718 4238737 585 266-4073 585 594-3513 845 246-8515 646 879-0781 518 494-5440 315 823-4655 518 765-3229 631 423-2046 845 635-2982 518 294-6525 516 845-8790 631 921-6829 718 761-1967

330 678-6338 614 871-6036 440 993-4108 440 238-5400 440 944-0860 740 605-4664 330 335-3516 330 496-0677 740 263-1483 513 236-8665 937 654-4989 614 214-1843 330 608-8863 330 701-4229 *N0 PHONE*** 740 607-1037 440 497-7494 419 340-5712 440 223-8820 937 849-9078 937 273-5182 330 206-3560 513 602-5955 330 904-9357 419 460-1409 330 562-4589 330 923-1217 513 863-0299 330 416-4450 419 265-6816 330 882-9415 419 855-3043

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Area Phone State Di s t r i b u t o r Name Address City Zip Code Code Number

OH LASKOWSKI." JOHN 9434 CONCORD CIRCLE TWINSBURG 44087 330 963- 3946 OH HATTAR. SAGER R 1096 S MUSCOVY LOVELANO 45140 513 722- 3668 OH TUREK. FRANK R 2173 HAINES RD MADISON 44057 440 428-•3267 OH STEVENS, GEORGE 5306 MAPLESBURG DR HONCLOVA 43542 419 877- 0612 OH BOYER, TERRY A 3803 HEMPHILL RD BARBERTON 44203 330 958- 7454 OH KNOP. KIMBERLY R 4730 WHITE HOUSE SPENCER MONCLOVA 43542 419 877- 9503 OH DEMPSEY. MICHAEL W 6700 QUEENS WAY NORTH ROYALTDN 44133 440 582- 25 79 OH SCHWAB. MATTHEW E 9965 BAINBRIDGE RD CHAGRIN FALLS 44023 216 440- 4683 OH LOWERY. MICHAEL R 11943 ORRVILLE ST NW MASSILLON 44647 330 806- 3681 OH DAVIS. ARON G 9250 BLADE RD MINERVA 44657 330 868- 0960 OH BECK. KEVIN D 121 REGENCY CT COVINGTON 45318 937 4 73-5743 OH MORGAN, RALPH *DENNY* 2470 WEST BENT OAK NORTH CANTON 44720 330 494- 1780 OH BOWER, W SCOTT 7257 ZANE TRAIL CIRCLEVILLE 43113 740 477- 2015 OH WHITE, DENNIS J 500 KENT RD TIPP CITY 45371 937 667^ 1804 OH GROSSNICKLE. SCOTT S 838 EILEEN DR MACEDONIA 44056 330 562- 9416

Page Date

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State Count: 47

OK PERRY, MARK A OK CARSWELL. GREGORY D OK ZEILER I I . WILLIE E OK CORNELIUS. JIMMIE L JR OK TABER. MICHAEL E OK BALDWIN, GREGORY L OK OLSON. ROBERT T OK KING, MARK A OK WILLCOX, STEPHEN C OK COLVER, SCOTT L OK BINGHAM. RICHARD D OK PHILLIPS. JAY OK ELSTON. ROBERT L OK REYNOLDS, DALE OK TOPPER. DAVID M

State Count: 15

OR DAGGETT. TRAVIS S OR CONN. LOREN *BRAD* OR FLOCK. FRANK D OR GREEN. JOSEPH W OR GABRIELSON. CARL L OR NGIN. SOPHAR OR HICKS. RODNEY L OR LIGHTNER. MARSHAL A OR BROWN. DOUGLAS M OR SANDERS. PAUL D

State Count: 10

7521 S DARLINGTON AVE 2233 MAPLE DR 1001 KERSHAW 1813 AUSTIN 14704 S HARVEY 506 SW 3RD ST 1616 CALIFORNIA 5030 N MAY AVE #158 75581 STATE HWY 16 3962 PRAIRIE FALCON POINT 5524 N ROFF AVENUE 8397 E 580 RD 15454 E 92ND ST N 6301 E ROCK CREEK RD 142 HILLSIDE AVE

2471 BAINES BLVD 2911 5W VOLCANO CIRCLE 620 IRONWOOD DR SOUTH 7712 KINGSTON CIRCLE 945 V COURT 2330 GIBSONWOODS CT NW 1014 NE DEWEY DR 10021 STERLING CREEK RD 6887 SW ERMINE RD 37611 SE LUSTED RD

TULSA 74136 MIDWEST CITY 73110 MUSKOGEE 74401 OKLAHOMA CITY 73127 OKLAHOMA CITY 73170 MOORE 73160 CHICKASHA 73018 OKLAHOMA CITY 73112 WAGONER 74467 EDMOND . 73034 OKLAHOMA CITY 73112 CATOOSA 74015 OWASSO 74055 NORMAN 73026 PONCA CITY • 74601

HUBBARD 97032 REDMOND 97756 SALEM 97306 WHITE CITY 97503 COTTAGE GROVE 97424 SALEM 97304 GRANTS PASS 97526 JACKSONVILLE 97530 TERREBONNE 97760 BORING 97009

918 629-1199 405 808-5459 918 869-2548 405 313-8353 405 921-8990 405 556-0466 580 678-5036 405 213-6113 918 271-1815 405 635-4511 405 226-6819 918 2664118 918 272-7623 405 447-3073 580 763-1915

503 260 541 408 503 884 541 944. 541 335 503 510. 541 476. 514 899. 541 548. 503 781-

1063 3693 6605 7900 9638 0663 0458 1040 5851 0768

PA FAIRISH. PETER 1105 PRESTON ROAD N VERSAILLES 15137 412 335-0077

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State DTstributor Narr.e




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PA KALCHTHALER. DANIEL D 2610 CLARE STREET GLENSHAW 15116 412 486-2065 PA TEAMAN, TREAVOR M 99 CENTER ROAD QUARRYVILLE 17566 717 519-7586 PA lAVOIE. PATRICK A 1206 SULLIVAN TRAIL EASTON 18040 610 330-9924 PA HAINES. VERLE R 522 BURNSIDE ROAD MCDONALD 15057 412 334-7993 PA ULSH, GLENN J 235 MOYERS STATION ROAD SCHUYLKILLHAVEN 179 72 5 70 527-1378 PA WEDEMAN, TIMOTHY G 4087 HARMANS WAY GLENVILLE 17329 717 965-3593 PA RICHARDSON. THOMAS L 38 WEST GREEN ST BECHTELSVILLE 19505 610 960-1470 PA PLATT. JACK H 217 PINE RD WALLINGFORD 19086 302 383-9309 PA MANDIC, ALAN J 3008 HILL RD SELLERSVILLE 18960 215 257-3809 PA DOUGHTY, JOHN E 322 POSSUM HOLLOW RD WAMPUM 16157 724 624-0471 PA TYSARCZYK, STEPHEN J 918 PITTSBURGH ST N VERSAILLES 15137 412 829-7792 PA LOTOWSKI. JOHN 3 KREPPS RD AMBRIDGE 15003 724 622-5972 PA SKEEN, LARRY T *TIM* 4168 BATTLE RIDGE RD MCDONALD 15057 412 999-1488 PA ULSH, DEAN L PO BOX 384 AUBURN 17922 570 527-5108 PA JUMPER, CHAD L 2600 IDLE RD MARYSVILLE 17053 717 773-6038 PA BROWN.THOMAS C 140 WIDDOWSON RD QUARRYVILLE 17566 717 875-0168 PA HOWARTH. MICHAEL R 1850 MADDEN DRIVE LUCINDA 16235 814 319-4417 PA ISENBERG. THOMAS A JR 193 MINES LANE WILLIAMSBURG 16693 814 934-9623 PA DURANT, EDWARD T 908 GREEN COUNTRIE DR WEST CHESTER 19380 610 633-9211 PA STREET. STEVEN J 500 HOUTZTOWN RD, UNIT 17 MYERSTOWN 17067 484 769-8196 PA KRUSZYNSKI. DOUG B 59 BELMAR CIRCLE DALLASTOWN 17313 717 586-9996 PA MCKEE, JEFFREY L 4053 IMPALA DR PLUM 15239 412 719-9848 PA QOODWIN, DOUGLAS W 46 MILL ST STEWARTSTOWN 17363 717 332-7017 PA ZIMMERMAN. MARK G 716 W LEXINGTON RD LITITZ 17543 717 626-0605 PA GAVIN. DAVID V 420 EAST RAVINE AVE LANGHORNE 19047 215 741-5537 PA THURSTON, CHARLES *CHIP* 1417 CHERRY ROAD BLUE BELL 19422 610 275-1406 PA GRIMSLEY. TIMOTHY - 769 BROAD ST EXTENDED DELTA 17314 410 688-4157 PA HAMMAKER. DAVID R 340 NEW BLOOMFIELD RD DUNCANNON 17020 717 8349251 PA CHECCHIO. HARRY A 1138 APPLETON AVE BENSALEM 19020 215 6330762 PA ZINCK. FRED 600 S ELMWOOD AVENUE GLENOLDEN 19036 610 4618055 PA KOPCZA. MARK E 2535 LAMBS GAP RD ENOLA 17025 717 7326549 PA SMITH. PAUL A 715 E ORANGE STREET LANCASTER 17602 717 3938703 PA TORRE. FRANK E

TECONCHUK. ALAN A 361 PATTON STREET WARMINSTER 18974 215 957-6249

PA TORRE. FRANK E TECONCHUK. ALAN A 5 LANSING ST N WARREN 15355 814 7230777

PA R0SENBER6ER. ARTHUR 6468 TOLL GATE RD ZIONSVILLE 18092 610 965-7058 PA RAUCO, DOUGLAS M 636 PIGEON CREEK RD POTTSTOWN 19465 610 469-2269 PA KELLY, GEORGE A 1314 BROADVIEW EAST DOWNINGTOWN 19335 610 269-8337 PA URBAN. TIMOTHY W 55 WENTZEL RD MOHNTON 19540 610 223-6653 PA BOUCHER. SCOTT A 1180 E 2ND ST COUDERSPORT 16915 814 274-8460 PA YINGER. GALEN A 638 GLADYS DR NAZARETH 18064 610 759-7293 PA FOLEY, DAVID W RRI BOX 436 SCOTRUN 18355 570 977-1744 PA NACE, CHRISTOPHER J 465 STONERIDGE RD EMMAUS 18049 610 966-4462 PA FERN, MICHAEL L 98 SPRING HILL LANE LEBANON 17042 717 272-0844 PA HENRY. FRANK T 20 BRYAN WYND GLENMOORE 19343 609 605-0258

State Count:

PR RAMOS, LUIS J PR RODRIGUEZ. JOSE A PR MELENDEZ, GABRIEL

45

MANSIONES DE COAMO P 0 BOX 1093 PO BOX 217

COAMO OROCOVIS CAYEY

00769-9301 00720 00737

787 557-7216 787 380-8838 787 473-5151

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PR BALDRICH, JOHN PR RIVERA, ANDRES J PR COLON, HECTOR PR DIAZ, HIGINIO M PR BETANCES, LUIS E PR JIMENEZ. HECTOR PR CORREA. EDGARDO PR CRUZ. RAMON C

State Count:

RI PHELAN. RICHARD

SC SC SC SC SC SC SC SC SC SC SC SC SC SC

so SO SD so SD so SO

TN TN TN TN TN TN TN TN

11

State Count:

HOOPER. D.A. CRAIG. DERRILL *SCOTT* JONES, THOMAS M JR THOMAS, JOHN W BROOKS. SHAWN M COOKE, ALLEN III

JUSTIN D NICHOLAS 8 JONATHAN T JERRY JIMMY R JOHN DAVID M

RICARD BONNER MCOOLE VAUGHN SMITH. WRENN. BERRY. MORE. GARY C

State Count:

SPARS. JEFF MANNHALTER. JOSHUA DELANEY. SEAN K MARSHALL. LEE M NELSON. DUSTIN R BOWDEN. NICHOLAS R KNUTSON. DEAN L

State Count:

LOEB, BRIAN A SKEEN, ERIC A EDWARDS. MARK A HANCOCK. JAMES R HONEYCUTT. DENNIS HUDSON. GREGORY J MORIN. ALAN R RHODES. GILLIS I

14

Area Phone Address City Zip Code Code Number

PO BOX 523 CAYEY 00737 *N0 PHONE*** URB CIUDAD PRIMAVERA C l l . CIDRA 00739 787 613 -5739 PMB 440 CABO ROJO 00623 787 834 -6848 STE 108 PMB 290 GUAYNABO 00968 787 768 -2361 PMB 232 BAYAMON 00956 787 797 -5195 PO BOX 3403 JUNCOS 00777 *N0 PHONE*** PO BOX 103 BARCELOHETA 00617 787 402 -9291 CALLE 17 #2T77 MIRADOR BA CAGUAS 00725 787 399 •1795

40 COLONY RD CHARLESTOWN 02813 401 364 -7572

168 E IDLEWOOD CIRCLE WEST COLUMBIA 29170 803 794 0429 115 BUXTON WALHALLA 29691 864 247 2448 805 LECTURE DR LADSON 29456 843 425 5851 600 MERTON CT MYRTLE BEACH 29579 843 742 7201 208 HAMLET CIRCLE GOOSE CREEK 29445 843 743 8665 6337 ADRIAN HWY CONWAY 29526 843 421 0064 136 SANDY CREEK CT GASTON 29053 803 609 7439 2120 BETHEL CHURCH RD SUMTER 29154 803 481 3586 114 LAKEVIEW DR SUMMERVILLE 29485 843 412 0632 800 TIOVOLI CT WEST COLUMBIA 29170 803 359 9868 101 COY COURT SUMMERVILLE 29483 843 686 4093 715 FAIRVIEW CHURCH RD FOUNTAIN INN 29644 864 862 7677 1700 PET SITES RD CHAPIN 29036 803 920 3399 1897 DIBBLE RD SW AIKEN 29801 803 648 6306

2809 S CORTLAND AVE SIOUX FALLS 57103 605 332 7810 501 HONEYSUCKLE HARRISBURG 57032 605 595 8900 518 E JACKSON STREET RAPID CITY 57701 605 415 2685 1801 COPPERDALE DR RAPID CITY 57703 605 863 0825 503 N BROADWAY CANTON 57013 605 214 0394 321 5TH AVE WATERTOWN' 57201 605 929 5478 701 N BLAIR ST MITCHELL 57301 605 770 6248

5209 COLLETON WAY BRENTWOOD 37027 615 371- 4262 226 LAMBERT LANE MARYVILLE 37803 865 982- 9675 1203 EVERETT DRIVE CHATTANOOGA 37421 423 827- 5893 47 BIG TREE DRIVE PINSON 38366 731 421- 8248 1016 FLINT DRIVE HENDERSONVILLE 37075 615 429- 9591 949 LEGGETT RD GRAYSVILLE 37338 423 618- 4764 545 KELLER RD AFTON 37616 423 972- 0215 2327 SOUTH HAVEN RD KNOXVILLE 37920 865 617- 2146

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Area Phone State Di s t r i butor Name Address City Zip Code Code Number

TN GAMBLE, MILTON L 100 DEVONSHIRE TRAIL HENDERSONVILLE 37075 615 594 -7711 TN DICKESDN. SHAWN C 826 BASS LANE MT JULIET 37122 615 332 -1715 TN COLLINS. JAN A 2019 LAKEVIEW RD SPRING HILL 37174 931 334 -1608 TN DAVIDSON, NATHAN A 2526 CAMPBELL STATION RD CULLEOKA 38451 931 224 - 0487 TN OLIVER. SCOTT W 1254 BAKERS WORK ROAD BURNS 37029 615 238 -5073 TN BAKER, IRVIN P 139 COTHRAN RD HOHENWALD 38462 931 628 -3258 TN RATAGICK, ANTHONY R 1111 WOODRIDGE PL MT JULIET 37122 615 636 -1234 TN BLACK, JOHN C 3419 HWY 104 W LAVINIA 38348 731 415 - 6050 TN SCOTT, JOSEPH B 601 BOYD MILL AVE FRANKLIN 37064 615 336 - 0700 TN HAVLOCK, SCOTT R 1036 BELFAIR LANE MARYVILLE 37804 865 223 -8834 TN JOHNSTON, CHARLES A 1031 PAHUE DR CROSSVILLE 38572 931 783 - 0050 TN YATES. JOHN R 1241 MOUNTAIN RD MCDONALD 37353 423 653 -1377 TN DUNLAP, RONALD V 1035 OLD OLIVER RD WALLAND 37886 865 680 -2844 TN HILL. DONNIE 2133 ASBURY RD KNOXVILLE 37914 865 5245469 TN NEERGAARD, KEITH 9480 FORESTWOOD RD GERMANTOWN 38138 901 755 -4422 TN TAYLOR, ROBERT S 9137 HILLMAN WAY MEMPHIS 38133 901 372 -9466 TN KAYLOR, DAVID J 7211 WHITE OAK VALLEY CIR MCDONALD 37353 423 238 -9332 TN PATTERSON. RONALD H JR 17 NEW CASTLE DR ATOKA 38004 901 837 -3169 TN DUNLAP. MICHAEL L 4265 ROCKY BRANCH RD WALLAND 37886 865 982 -5395 TN MUNSELL. PIERRE *PETE* 1821 CEDAR LANE NASHVILLE 37212 615 269 -4120 TN HAGA. HAROLD L 2300 BIRD RD LENOIR CITY 37771 865 986 -4205 TN HUCKABA. PETER H 75 LESLIE SCRUGGS RD HUMBOLDT 38343 731 824 -4937 TN TAYLOR, BRADFORD S 5757 HAYES ROAD ARLINGTON 38002 901 751 -0435

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State Count: 31

TX ROTH. LANCE D 17411 WATERVIEW DR MONTGOMERY 77356 936 582- 0854 TX HOBBS. MICHAEL S 13800 LLANO DR WEATHERFORD 76087 817 448- 0868 TX SMITH, SAMMY G 2708 CR 7720 LUBBOCK 79423 806 863- 3447 TX PETERS. JEFF R 1214 CACTUS FLOWER DRIVE ADKINS 78101 830 393- 9184 TX FURLONG, CODY 224 TIERRA GRANDE CIBOLO 78108 210 473- 0112 TX BOATRIGHT. STEPHEN PO BOX 538 MANOR 78653 512 415- 7985 TX KIBBEY, CHRISTOPHER M 10219 WAYWARD WIND HOUSTON 77064 832 794- 1893 TX EVANS, DONALD A 100 SILK TREE LANE ROUND ROCK 78664 512 638- 1971 TX CANTU, JAVIER 11304 PARDONERS TALE LANE AUSTIN 78748 512 292- 1451 TX SHERIDAN. GERALD W 1415 COBB RANCH RD PARIS 75462 903 783- 1700 TX BERNAL. TIMOTHY *SCOTT* PO BOX 3892 VICTORIA 77903-3892 361 652- 9023 TX SOTO. NOE M 2314 RAVENWOOD DR GRAND PRAIRIE 75050 817 793- 2504 TX 0L6UIN. CHRISTOPHER 908 SW 4TH ST MORTON 79346 806 549- 4482 TX STEWART, €ARL D 6911 CLOUD SWEPT LANE HOUSTON 77086 832 279- 2275 TX GATES. ROBERT A *aOB* 164 DEES TRAIL BRUCEVILLE 76630 254 717- 6174 TX FITZSIMMONS. FRANK *DALE* 2064 TRAILWOOD DR W BURLESON 76028 817 992- 9687 TX HALEY. WILLIAM L 7901 PROSPER AMARILLO 79119 806 654- 8493 TX FAIN, MITCHELL W 10460 MONTANIO NEW 8RAUNFELS 78132 830 550- 4973 TX RELLER, JASON M 3884 CR 123 GAINESVILLE 76240 214 354- 5794 TX MALDONADO, CHRISTOPHER 1404 LONG VIEW DR PEARLAND 77581 281 813- 0051 TX MORENO. BRUCE P 19303 REMINGTON BEND DR HOUSTON 77073 281 728- 2606 TX CHAPMAN. JERRY L 3024 21ST STREET LUBBOCK 79410 806 392- 0843 TX SNYDER. STEVEN D 2 FOXBOROUGH CT HEATH 75032 972 510- 9722 TX HERNDON, JIMMY 226 HARRIS DRIVE SUNNYVALE 75182 972 226- 2843

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Area Phone State Di stributor Name Address City Zip Code Code Nu:n ber

TX HOWARD, FARRELL *KELLY* 700 MEADOW LAKE LITTLE ELM 75068 972 834 -5988 TX BLANKENSHIP. DAVID H 2034 BLAKE AVE DALLAS 75228 214 906 -3176 TX O'ROURKE, THOMAS 1310 CASTLE HILL TRAIL KINGWOOO 77339 281 359 •5599 TX MOORE. JIMMIE A 809 DALTON PRINCETON 75407 214 505 -5855 TX SCHULTZ. JAMES L 9626 GOLD RUSH SPRINGS DR TOMBALL 77375 281 380 -4389 TX CRAFT. GLENN E 9221 LANTERN CREEK CONROE 77303 936 203 -6348 TX LOPEZ. EDHUNDO E 805 CAVALIER PASADENA 77502 281 220 - 9786 TX WOODS, DONALD N *JENNIFER 2399 ACR 4120 PALESTINE 75803 903 391 - 0548 TX SPENCER, MICHAEL *SHANE* 14710 GAMBLE RD SANTA FE 77517 409 939 7899 TX RUEBUSH, PHILLIP *DAVID* 7403 RICHMOND AVE LUBBOCK 79424 806 790 4027 TX KIRK, ROBERT A 10616 HUNTER DR JUSTIN 76247 214 727 0234 TX GASTELUM, CARLOS F 6412 STORM DR WATAUGA 76148 817 532 2031 TX BELZ, JAMES L 3116 CR 805 B CLEBURNE 76031 817 360 1749 TX LONGORIA. JUAN E 6000 N KOUNTRY LOOP MISSION 78574 956 222 6648 TX POWELL. TRAVIS K 837 KELLEY DR EVERMAN 76140 817 821 3245 TX GUTIERREZ. EDGAR 1916 S 32ND STREET MCALLEN 78503 956 648 3217 TX BAZINET. ROBERT N 2244 SW CR 0025 CORSICANA 75110 903 654 2557 TX BLANTON. PAUL K 2713 BAYBERRY CT BRYAN 77807 979 255 5917 TX WALLACE. ROBIN R 1690 CANYON SHORE DR CANYON LAKE 78133 512 417 8814 TX BRINLEE. RICHARD K 705 WISDOM DR DEER PARK 77536- 5996 281 235 8958 TX URQUHART, GRANT 6 5304 PARK LAKE BLVD SACHSE 75048 469 865 8996 TX DIXON. DAVID S 506 MAPLE RUN ROUND ROCK 78664 512 971 5594 TX INGLE, LARRY J 1640 CANYON CREEK DRIVE AZLE 76020 817 371 1306 TX PELLETT. THOMAS D 7400 FM 1650 GILMER 75645 903 235 0689 TX KLINSKI, ALEX P 19438 GRACELY PARK LN RICHMOND 77469 281 832 0556 TX LOPEZ, ERNESTO J 8722 JACK BEAN SAN ANTONIO 78240 210 643 8671 TX BROWN, HENRY A 5413 OLD GRANBURY RO GRANBURY 76049 *N0 PHONE*** TX BRE.IL. STEVEN R 13502 LANDS END SAN ANTONIO 78231 210 870- 6969 TX HANCOCK. MARK A 5810 INDEPENDENCE CIRCLE TEXARKANA 75503 903 276- 5881 TX WIESE. STACY L 29903 DOBBIN HUFSMITH RD MAGNOLIA 77354 281 840- 0115 TX LOPEZ. CARMEN R *GREG GAR 13558 MASON CREST SAN ANTONIO 78247 210 663- 8247 TX CESPEDES. MIGUEL A 8022 SHAGWOOD DRIVE HOUSTON 77049 832 880- 7232 TX ECKERSON. MARK A 10655 W MILE 7 RD MISSION 78573 956 434- 2129 TX FARLEY. GEOFFREY E 2308 WELCH PL MANSFIELD 76063 817 913- 8404 TX DYER. MICHAEL C 11462 SAGESTANLEY HOUSTON 77089 281 299- 6331 TX GONZALES, MORRIS II 1200 HILLVIEW DR WAXAHACHIE 75155 214 202- 3511 TX REYES, EDDIE *JUSTIN REYE 105 EAST 24TH ST SAN ANGELO 76903 325 450 -5585 TX RICHARDS. MIGUEL 3010 JACOB DR WYLIE 75.098 817 822- 8266 TX ROTH. RANDY C 19506 COUNTRYBREEZE CT SPRING 77388 281 825- 7009 TX ANDERLE, RICHARD JR 910 CRABAPPLE WAY ROSENBERG 77471 979 236- 0762 TX JACKSON. STEPHEN L *LEVI* 3227 GOLDEN OAKS CIRCLE GRANBURY 76049 817 219- 3462 TX BOWEN. JAMES S *SCOTT* 1509 LARK AVE MCALLEN 78504 956 522- 2672 TX MCCORKLE. JIMMY D 3220 CRYSTAL SPRINGS BEDFORD 76021 817 688- 7476 TX ORNELAS, ALFREDO 460 VALLE DEL MAR SOCORRO 79927 915 525- 4 731 TX BLANCHARD, GARY C 5401 HOLLYTREE DR #1905 TYLER 75703 903 372- 7063 TX CEBALLOS, ROBERTO T JR 401 W FLEETWOOD AVE LA FERIA 78559 956 200- 6775 TX KUNTSCHIK. BRIAN S 2328 HAVARD DAK DR PLANO 75074 214 455- 4855 TX MARKHAM, DOUGLAS S 3302 81 ST APT B LUBBOCK 79423 214 907- 4063 TX QUIROZ, SCOTT A 14340 ISLAND POINT EL PASO 79938 915 471- 1582 TX RITENOUR, BRANDON L 203 WINDING BROOK DR LUMBERTON 77657 409 880- 5393

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State DIs t r i butor Name Address City " Zip Code Area Code

Phone Number

TX BRAZELL, JOHNNY 0 1950 PORTLAND AVE ABILENE 79605 325 668-9696 TX BISHOP, THOMAS £ *BRITTAN 11443 GRAND PINE DRIVE MONTGOMERY 77356 832 713-9802 TX HEINER. RANDY D 13123 HUNTSMAN RD SAN ANTONIO 78249 830 456-4093 TX TEZYK, ROBERT J 2531 N MOCKINGBIRD LANE MIDLOTHIAN 76065 972 679-2660 TX KLECKNER, MATHEW S 12233 HUNTERS KNOLL DR BURLESON 76028 817 692-8709 TX MCCRACKEN, PRESTON L 419 PALDOA OR MESQUITE 75149 214 437-0510 TX SMITH. RONALD 6905 FM 775 LAVERNIA 78121 830 217-4102 TX TILLERY. CLAUDE *RAY* 855 FM 1632 WOODVILLE 75979 409 2833498 TX CARR. WILLIAM £ *BILLV* * WILLIAM CARR JR MEMBER FLINT 75762 903 819-0799 TX REASONOVER. DAVID PO BOX 780368 SAN ANTONIO 78278 210 8277230 TX BOBO. STEVEN D 201 CARRIAGE CIRCLE SHERMAN 75092 903 8922055 TX SHERER. KIRK E 1924 OAK FOREST DR ROUND ROCK 78681 512 388-5411 TX MORGAN. STEVEN PO BOX 2386 HARKER HEIGHTS 76548 254 2891395 TX HUNT, MICHAEL T 4805 APIS COURT EL PASO 79924 915 8211275 TX MCCRACKEN. LEONARD C 9050 CLEAVER LANE TERRELL 75160 972 5646054 TX WILKINSON, BRYANT 209 COUNTY RD 174 SWEETWATER 79556 325 798-3088 TX MCMURRIAN, TONY M # 8 NORTH HORSESHOE BEND ODESSA 79763 432 413-9756 TX MAYEA, WARREN D 4720 BEAUMONT GROVES 77619 409 963-1115 TX WHITE, STEVE 3019 S SADDLEBROOK LN KATY 77494 281 693-4483 TX FRENCH, LIEF 461 CR 386 SAN ANTONIO 78253 830 931-9036 TX NOVAK. RICK 2048 HILLSHIRE LEWISVILLE 75067- 7446 214 384-2120 TX WEISS. STEVE D 2203 ASPEN STREET RICHARDSON 75082 214 384-8297 TX GARY. CHRIS K 1231 WEEPING WILLOW SAN ANTONIO 78232 210 490-5481 TX CONNIFF. JOSEPH 6206 ROBIN FOREST SAN ANTONIO 78239 210 655-7815 TX KING. GARY W 232 EISENHOWER RD DENISON 75020 903 464-0103 TX ESTOLL, DOYLE 5810 RENDON BLOODWORTH RD FT WORTH 76140 817 313-8665 TX WEBEL. PAUL 520 COUNTY RD 136 B KINGSLAND 78639 830 598-5881 TX DVORAK, KEVIN 816 WOOD LANE AZLE 76020 817 444-6380 TX REARDON. KEVIN 18011 LONGCLIFFE DR HOUSTON 77084 281 "855-0642 TX WAYLAND, THOMAS 114 STONEGATE SOUTH BOERNE 78006 830 249-5501 TX SWINNEY, WILLIAM J 909 GOLDEN ASTER COURT BURLESON 76028 817 797-0719 TX SHERWIN, RUSSELL 5348 MILLER AVENUE DALLAS 75206 214 435-9339 TX DECOLA. V *JIM* 677 PR 4811 RD GONZALES 78629 512 844-8665 TX MAITLAND. JEFFREY M 607 ROBINHOOD RD BRENHAM 77833 979 836-4786 TX VICKERY. KENT 17905 DANSWORTH DR PFLUGERVILLE 78660 512 970-4149 TX FYOCK. MATTHEW K 7407 SOUTHGATE LANE AUSTIN 78744 512 385-2769 TX CHIPPENDALE. ROBERT 6003 SPRING OAK HOLLOW SPRING 77379 281 655-9855 TX MOSELEY. DALE W PO BOX 395 SANGER 76266 214 686-1499 TX LEMING, ROBERT J 3212 S MILAM AMARILLO 79109 806 468-9781 TX BROWN. SAMUEL *SAM* 1117 HARWOOD CT CROWLEY 76036 817 714-0282 TX WHEELER, GEORGE D 275 CR 615 EARLY 76802 325 642-3984 TX REYES. EDDIE 105 E 24TH ST SAN ANGELO 76903 325 653-4095 TX WHEELER, PAUL E 3805 FAIRGREEN CRT MIDLAND 79707 432 553-2626 TX RICHARDSON. REUEL G 1114 CR 1077 FARMERSVILLE 75442 972 674-6237 TX MOBLEY. DAVID N 2830 KENNING CROSBY 77532 281 852-7968 TX AISENBREY. CALVIN J *JOHN 3109 DOW CIRCLE DEER PARK 77536 713 208-3590 TX ELLIS. IRA G 8750 SPRINGWOOD DR MONTGOMERY 77316 281 703-1322 TX SMITH. ROBERT R 1908 OAK BLUFF DR CARROLLTON 75007 214 597-8957 TX SCHUMAKER. DAVID B 107 CLOVERDALE ST MARBLE FALLS 78654 830 598-4002 TX SMITH. GARY E 2603 PATNA KATY 77493 281 386-8320

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TX HARWELL. ALTON D *DEAN* TX MAYFIELD. DESMOND TX DOMINGUEZ. RODOLFO F TX MORGAN. ROBERT A *BOB* TX DIETZ, WALTER *JOE* TX CRISP, ROGER L TX RASCH, ROBERT E TX BURNS.. WILLIAM R *BOB* TX BALL, PATRICK S TX ROBIKSON. BRYAN D TX SUFFIELD, BRADY A TX MAGLINGER. BRENT R TX FELLOWS. WESLEY D TX WILLIAMS, RICHARD K TX LAFARLETT. BILLY W TX MCGUIRE. RUSSELL L

State Count: 140

108 PECAN DR 1009 LANELLE 1208 S MAIN ST 453 MOLLIE LANE 9441 PAULA DR 376 BOB WHITE 2702 DOUBLE TREE 23110 EARLMIST OR 1825 AIRLINE DRIVE 27618 FAIRWAY OAKS DR 8109 SANTA FE 17527 WARM WINDS DR 19703 TIMBER RIDGE 215 STONEHAM LANE 9125 RUSHING RIVER 3025 IVAN HOE LANE

VICTORIA 77905 361 648-8496 IOWA PARK 76367 940 592-2407 MIDLAND 79701 915 683-6715 ELYSIAN FIELDS 75642 903 633-8225 CORPUS CHRISTI 78410 361 242-2159 NEW BRAUNFELS 78132 830 625-1860 ROUND ROCK 78681 512 801-6089 SPRING 77373 281 288-0682

APT H CORPUS CHRISTI 78412 361 774-5562 HUFFMAN 77336 281 324-3899 AMARILLO 79110 806 353-1822 TOMBALL 77377 281 379-4722 MAGNOLIA 77355 713 702-2714 KILLEEN 76542 254 526-0696 FT WORTH 76118 817 825-7072 ABILENE 79605 325 232-8109

UT CURTIS. JOHN R 195 WEST 100 SOUTH SALEM 84653 801 423- 1651 UT SPARKS. MICHAEL 0 7941 S PALLIDUM RD WEST JORDAN 84084 208 852- 2331 UT SAWYER, ERIC T 1215 SOUTHWIND DR ST GEORGE 84770 435 256- 1759 UT HARMS, SCOTT A 13779 S BLUE ADMIRAL DR RIVERTON 84096 801 301-•4174 UT HATCH, RICHARD D 480 EAST 200 NORTH CENTERVILLE 84014 801 671- 0271 UT BURKE, MICHAEL L 1471 E 1800 S ST GEORGE 84790 435 467- 8778 UT WOLF, LYLE 5670 W SUNVIEW DRIVE KEARNS 84118-7942 801 9651126 UT FOX, VERL E 1436 E CHURCHILL DOWNS DR SANDY 84092 801 5990593 UT BEAZER. V. DARYL 916 E ROSEFIELD LANE DRAPER 84020 801 571- 0212 UT SARGENT, KEITH 229 SOUTH 1500 WEST OGDEN 8"4404 801 394- 4329 UT GARRISON. LEONARD 5850 GOLDEN DR MURRAY 84123 801 265- 2498 UT NEWPORT. RICHARD D 6872 MERRILEE CR WEST VALLEY CIT 84128 801 252- 7029 UT CARD, BRUCE W 363 VALLEY VIEW DR RICHFIELD 84701 435 896- 8326

State Count: 13

VA CAVE, STEPHEN K 611 HUNTON PLACE NE LEESBUR6 20176 703 771- 9272 VA PAUL. JAMES 8 CARTER LANE AMISSVILLE 20106 540 937- 4911 VA WOODRELL. THOMAS *RANDY* 5200 PORTSMOUTH RD FAIRFAX 22032 703 691- 0743 VA CAVE, JIM 45539 LAKESIDE DR STERLING 20165 703 430- 9305 VA SHUEY. CLIFFORD 5715 OTTAWA ROAD CENTREVILLE 20120 703 631- 0680 VA BOWEN, CHARLES W 6005 CRESCENT POINT DR ORANGE 22960 540 854- 0898 VA ALDERTON, TIMOTHY A 507 CHAPEL ROAD MIDDLETOWN 22645 571 220- 1201 VA VARNEY, JOSHUA P 112 NORTHBROOKE AVE SUFFOLK 23434 757 651- 7741 VA ANDREWSKI. STANLEY J 8200 IRETON RD RICHMOND 23228 804 301- 3164 VA RIZZO. TIMOTHY B 12903 PECAN TERRACE MIDLOTHIAN 23112 804 433- 8182 VA PENNY, DAVID E 9009 BIRMINGHAM DR MANASSAS 20111 703 361- 3504 VA DECKER, ARTHUR R IV 7200 STUBBS BRIDGE RD SPOTSYLVANIA 22551 540 846- 1263 VA BREEDEN. TERRY *MARK* 9833 GORDON RO SPOTSYLVANIA 22553 540 846- 7922 VA BELL. JOSEPH M JR 113 WYOMING AVE PORTSMOUTH 23701 757 635- 8330 VA BURKE. MICHAEL LYNN 14958 GREYMONT DRIVE CENTREVILLE 20120 571 238- 5041

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VA VA VA VA VA VA VA VA VA VA VA VA VA VA VA VA VA VA

VT VT VT

WA WA WA WA WA WA WA WA WA WA WA WA WA WA WA WA WA WA WA WA WA WA WA

VOLLMER. EDWARD *KEITH* THOMAS. JEFFREY B CLARK. DAVID J TRAIL. JERRY W WINDELL, GERALD BROWN, ROSS TAMBOR. C STEVE ZARTMAN. RAYMOND *KERRY* CREED. WILLIAM *BILLY* PARK, ELLIOT HARLOW. WILLIAM R NORTHCRAFT, SCOTT BOYCE. DANIEL SCHAIBLE, DAVID HARGETT, WILLIAM *BILL* MOLITOR, BRUCE J BAIRD. KEVIN S UPHAM. ROBERT C *BOB*

State Count;

BINGHAM. EVERETT C ROUSSEAU. JEFFREY M SEVIGNY. TIMOTHY L

State Count:

WOODINGTON, PAUL M LOWE. JAMES D *DAN* HUTCHINSON, RICHARD L ROSENBERG. KALEB I COLLIER. ROXI L *AARON CLARK, TOD J WHYTE. MICHAELC PACK. DAVIS J OAKLEY. DAVID H BRYAN, ROGER D LANE, JAYSON D WOLF, RONALD F HUTCHINS, SHAWN M DOBBS. JAMES H *JEREMY HENDRICKSON. TROY D WALTMAN. HOWARD T RANDLE. ROBERT L GRIFFITH, GERALD L RODIN, DANIEL P LAMP, JERRY E REGULA. DAVID STOVER, LEWIS BROADHEAD. JESSE M

33

398 GLADE RD 4912 ELAND CT 1717 ELBERT DR 333 CHESSIE LANE 1321 DARBY RUN DRIVE 621 NOTTINGHAM DR 2917 DOUBLE CHURCH RD 5109 CRABTREE PLACE 4517 FOREST HILLDR PO BOX 7421 33 WHITE OAK DR 320 GRAND VIEW LANE 23126 THOMAS WOODS TRAIL 15000 LARGO VISTA DR 1070 WITHERS LARUE RD 13897 LEWIS MILL WAY 2300 SPINDRIFT RD 6279 MILLWOOD DR

240 THRASHER ROAD PO BOX 524 7395 ROUTE 113

1965 HUMMINGBIRD LANE 840 AMES ROAD 1119 8TH AVE NW PO BOX 2354

CO 3061 CHUCKANUT DR 7012 W VICTORIA AVE 5696 SE MAYHILL CT 4416 PARK 25109 27TH AVE NE 606 4TH ST NE 13122 NE 187TH PLACE 5303 LIBBY ROAD NE 1513 S 73RD AVE

BR 1409 S 35TH PL 8022 N LEHMAN RD 1530 DAFFODIL AVE NE 5010 156TH ST SW PO BOX 1067 4924 134TH PLACE SE 3038 WASHINGTON WAY 333 N W 85TH #197 24710 200 17TH AVE SE 8917 163RD ST CT E

City Zip Code Code Number

WYTHEVILLE 24382 276 613 -2925 FAIRFAX 22032 703 402 -5838 ROANOKE 24018 540 521 -8481 BUENA VISTA 24416 540 570 -7645 CHESAPEAKE 23322 757 482 -2794 VIRGINIA BEACH 23452 757 4530641 STEPHEN CITY 22655 540 8690042 PORTSMOUTH 23703 757 535 •8133 FAIRFAX 22030 703 273 -6565 CHARLOTTESVILLE 22906 480 529 -4421 VERONA 24482 540 248 - 2305 BERRYVILLE 22611 540 955 -9104 ZUNI 23898 757 620 -9726 HAYMARKET 20169 703 328 -2342 BERRYVILLE 22611 540 539 -1885 CHANTILLY 20151 703 449 0626 VIRGINIA BEACH 23451 757 496 3626 WARRENTON 20187 703 402 7420

ASCUTNEY 05030 802 674 5626 PITTSFIELD 05752 802 353 4654 POST MILLS 05058 802 333 9033

CAMANO ISLAND 98282 360 387 3427 SELAH 98942 509 697 9614 PUYALLUP 98371 206 818- 3491 LYNNWOOD 98036 206 356- 1332 BOW 98232 360 840- 1376 KENNEWICK 99336 541 969- 3514 PORT ORCHARD 98366 360 340- 5316 SEDRO WOOLLEY 98284 360 540- 1461 ARLINGTON 98223 360 305- 7591 PUYALLUP 98372 253 988- 3722 WOODINVILLE 98072 253 227- 5518 OLYMPIA 98506 360 790- 6901 YAKIMA 98908 509 969- 5074 YAKIMA 98902 509 949- 1299 SPOKANE 99217 509 362- 1718 ORTING 98360 206 817- 6448 EDMONDS 98026 425 750- 6805 CHEWELAH 99109 509 935- 4489 SNOHOMISH 98296 425 357- 9386 LONGVIEW 98632 360 575- 9732 SEATTLE 98117 206 679- 3943 MAPLE VALLEY 98038 206 354- 8269 PUYALLUP 98375 253 370- 0909

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WA LASHER. MATTHEW C WA HASHAGEN. JAY WA NEIL. DENNIS WA LIVEZEY, EDWARD D WA MERRITT, BRIAN M

State Count:

463 BLACK HAWK LOOP 114 TREVOR LANE PO BOX 956 2603 ROAD 56 14417 59TH PLACE W

PORT ANGELES CHEHALIS MILTON PASCO EDMONDS

98362 98532 98354 99301 98026

360 477^3034 360 304-0050 253 922-7828 509 547-3261 206 356-5724

28

WI ANDERSON. HAYNES T N898 LUCHT ROAD MAUSTON 53948 *N0 PHONE*** WI BUHLMANN. ERIC C 2349 TALC TRAIL MADISON 53719 608 845 -1738 WI MILLER, PAUL R 3176 SKYLINE DRIVE HUBERTUS 53033 262 628 -1131 WI ROBARGE, ROBERT J 1525 S LAWE STREET APPLETON 54915 920 830' •7941 WI HUGHES. PAUL D 5525 MANITOWrSH WAY MADISON 53704 608 215. •5374 WI KOVACS, JAMES G 8073 DAIRY RIDGE RO VERONA 53593 608 220. •9816 WI FINK, PETER J 1201 SHAGBARK LANE UNION GROVE 53182 262 902 •4343 WI KEARNEY, TIMOTHY S & DAWN 8546 HWY B AMHERST 54406 715 340- 6597 WI SCHULTZ, JONATHON D 5548 RIVER RD WAUNAKEE 53597 608 513. 8846 WI MARTIN. MICHAEL K 884 KENDALE CT ONEIDA 54155 920 680- •6044 WI JACOBSON. JAMES S N106 W16184 OLD FARM GERMANTOWN 53022 414 828- •8915 WI MISHLER, DAVID A N7191 TOWN FOREST RD DEERBROOK 54424 715 216- •5367 WI HOLTMEIER, RUSSELL F 1447 LANGLADE AVE GREEN BAY 54304 920 499^ •0912 WI DOWD. JEFFREY J 3164 DAISY MAE DR DE PERE 54115 920 883- 1793 WI MARTIE. RICHARD *RICK* 251 WEST SECOND ST NEW RICHMOND 54017 651 303- •9687 WI RYMARZ, JAMES J 517 14TH AVE BARABOO 53913 608 469- •7427 WI JENSON. EUGENE C 510 RAVINE ST DARLINGTON 53530 608 574- 8126 WI KNULL, CHRISTOPHER E W340N6621 BREEZY POINT RD OCONOMOWOC 53066 414 507- 1529 WI JOHNSON. ERIK R W289 N9394 DIEBALL RD HARTLAND 53029 262 313- 7674 WI O'DILL. JOSHUA CS E853 PINE GRpVE RD LUXEMBURG 54217 920 660- 3853 WI PUKALL. HOWARD A 1540 FOXMOOR DR FENNIMORE 53809 608 988- 6339 WI MASON. MATTHEW M PO BOX 172 PATCH GROVE 53817 608 412- 1467 WI CZERWONKA, JOHN M 709 BIRCH STREET ROTHSCHILD 54474 715 581- 6440 WI MOLDENHAUER. JEFF W 148 N 7497 WOODLAND DR MENOMONEE FALLS 53051-4519 262 255- 2626 WI BELTER. STEVEN N1478 COUNTY RD X BERLIN 54923 920 585- 0198 WI • ANDERSON. PAUL N T298 ANDERSON RD WAUSAU 54403 715 675- 6506 WI MERRITT, DALE E 1308 RUTH ST WATERTOWN 53094 414 254- 3592 WI CORAGGIO. GUY A N94 W24711 BARK ROAD COLGATE 53017 262 628- 2308 WI MOSER, GARY W 1424 SHALOM DRIVE KEWASKUM 53040 414 254- 8245 WI DRINKMAN, KENNETH E3407 COUNTY RD D MENOMONIE 54751 715 5053257 WI FISCHER. STEVE W248 N 7289 MICAH RD SUSSEX 53089 414 350- 8665 WI MUELLER, ROBERT J 16828 RIDSEVIEW DRIVE BROOKFIELD 53005 262 7817885 WI GRAETZ. DUANE 5055 RONSMAN ROAD NEW FRANKEN 54229 920 866- 9181 WI FORMELLA. MICHAEL S 2189 S 81ST WEST ALLIS 53219 414 530- 3829 WI BUDISH. MICHAEL 5870 S HACKER DR WEST BEND 53095 414 350 -3450 WI MANYO, DAVID A W250 N7149 HILLSIDE RD SUSSEX. 53089 262 246- 6267 WI DIENER, ROBERT 5026 WAGON WHEEL RD MANITOWOC 54220 920 682- 2076 WI BESAW, BRADLEY K 2243 SKYVIEW ST GREEN BAY 54311 920 406^ 9388 WI MURPHY. TERRY 1065 SCHANOCK DR GREEN BAY 54303 920 680 -7971 WI GIPPLE, SCOTT A W7289 ROSE LEN COURT MERRILL 54452 715 536- 1212 WI SZUDAJSKI, ALAN C 3639 SCENIC RD JACKSON 53037 262 677- 0667 WI KLEIN, MICHAEL 7979 COUNTY HWY V MARSHFIELD 54449 715 676- 2668

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NMTC. Inc. d/b/a Active Distributors By

City

Mateo Tools State for 2010

Page Date

32 1/01/2011

Area Phone Zip Code Code Number

State Count: 42

WV SNEDEGAR, RONNIE L WV LEHMKUHLE. ROGER

State Count: 2

WY BERGOUIST, VANCE M WY TORCZON. MICHAEL L WY BOOMGARDEN. RICHARD L WY TITUS. ELIZABETH *CHRIS T WY SWICK. THOMAS WY BRAY. JOHN L

State Count: 6

HC 37 BOX 240 ROUTE 1 BOX 335D

2082 SWEETWATER DRIVE 18 POPLAR RD 3711 MONTE VISTA DR 3913 EAST 6TH STREET 45 PURPLE SAGE RD #163 1813 BILL NYE AVE

MAXWELTON FAIRMONT

LARAMIE CODY CASPER CHEYENNE ROCK SPRINGS LARAMIE

24957 26554

82070 82414 82601 82001 82901 82070

304 667-1910 304 641-8131

307 742 307 272 307 797 970 297 307 362 307 742

-2626 -7243 -1059 -8711 -4595 •6174

Total Count: 1418

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NMTC. Inc. d/b/a Mateo Tools Active d i s t r i b u t o r with Zero 6 Wk Avg



Page Date 1/01/2011

CA CA CA CA

FL FL

IN

KS

MA

NC

NH

NM

NY

PR

TN

TX

GOLDEN. CHRIS D CHATER. ANDREW 0 ROBLES, JESUS A ANAGNOSTON. GREGORY

State Count:

SALAZAR. JOSE E CURNES. DAVID A

State Count:

CHRZAN. MICHAEL J

State Count:

CROSS. KENNETH W

State Count:

ALLEN, MATTHEW C

State Count:

CANTRELL, CHARLES W JR

State Count:

MCGETTIGAN. TIMOTHY A

State Count:

CRAMER. GARY J

State Count:

ACKER. GARY D

State Count:

MELENDEZ. GABRIEL

State Count:

RHODES. GILLIS I

State Count:

BLANTON, PAUL K

State Count:

1515 2ND ST 3410 EAGLEPOINT DR 1069 E 20TH ST 100 MARGUERITE OR

10650 NE lOTH PLACE 806 JADESTONE CIRCLE

63765 THORN RO

201 E KEY

225 ADAMS RD

282 KINGSWOOD DR

31 WESTVIEW RD

1069 CR 5

PO BOX 217

2327 SOUTH HAVEN RD

2713 BAYBERRY CT

SANGER GLENDALE LONG BEACH HOLLISTER

MIAMI SHORES ORLANDO

93657 91208 90806 95023

33138 32828

NORTH LIBERTY 46554

SALINA 67401

EAST BROOKFIELO 01515

HENDERSONVILLE 28792

BROOKLINE

CLOVIS

3799 PENNSYLVANIA AVE APALACIN

CAYEY

KNOXVILLE

BRYAN

03033

88101

13732

00737

37920

77807

559 292-1657 818 669-1666 562 310-1505 831 635-0208

305 301-5513 407 448-7010

574 656-9055

785 820-0452

774 696-6283

828 674-6449

603 689-8555

575 799-8701

607 237-7717

787 473-5151

865 617-2146

979 255-5917

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Page Date 1/01/2011



Total Count: 16

MATCO TOOLS


APPENDIX C: TERMINATED DISTRIBUTORS

I Mateo FDD./PK 3 ^ 4r63S575.1 1 3/2*^11/11

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State D i s t r i b u t o r Name Address

NMTC, Inc. d/b/a Mateo Tools Distributors Separated in 2010

City Area Phone


Page Date

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AR AR AR AR AR

AZ AZ AZ AZ

CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA CA

CO CO CO CO

9618 PERRY RD 622 HWY 95 E

HODGE, TIMOTHY J *TERM* FREEMAN, BRENT W *TERM* REINKING. RANDY *SHAWN RE 1 BARRHEAD LANE CHUNN, PAUL S *STEVE* *T£ 2 WIGTOWN LANE RATHBURN, KENNETH L *TERH 1604 S 44TH ST

BAUXITE CLINTON BELLA VISTA BELLA VISTA FORT SMITH

State Count; 5

GRANRATH, AUGUST P *TERH* 10321 W SUPERIOR AVE TOLLESON WOOD, CRAIG A *TERM* 8909 E MARTHA ROOT COURT TUCSON QUEEN. DONALD G JR *TERM* 1880 W HORSESHOE BEND CAMP VERDE DAVIS, AARON M *TERM* 755 E CALLE MAYER N06ALES

State Count: 4

BOUSQUET, SETH E *TERM* SMITH. JEFFREY K *TERM* FUNK. CLYDE E *TERM* SOULO. MONROE S *TERM* UNGER. JAY R *TERM* PETERSON, BRIAN D *TERH* LARIOS, JAIME *TERH* PERRY, JACK G *TERM* RICH. CHRISTOPHER D *TERM THREADGILL. RANDY L JR *T SAFRENO, RICHARD R *TERM* TONGE, WALLACE N *TERH* ALLEN, SHANE T*TERM* *JAS TOWNSEND. LAWRENCE R *TER GAVLICK. WILLIAM M *TERH* HICKS. DALE A *TERH* CISNEROS, JERRY *TERM* KING, ROGER 0 *TERH* MEEK, DOUGLAS A *TERM* DELGADO, PETER JR *TERM* PETERSON, JON L *TERH* VANSICKLE. JEFF D *TERM* RUSSELL. STEVE E *TERM* CARDOZA DAVID L *TERM* BRADLEY. SCOTT A *TERM* GRIFFITH, THOMAS J *TERM* SATTERFIELD. JAMES R *TER CLARK. BRYAN M *TERM*

22588 S COLORADO RIVER 4450 CALIFORNIA AVE PO BOX 6268 4487 STONE CANYON CT 8874 ROSSINI COURT 6182 KISER DR 12336 ORIZABA AVE 2923 REMINGTON WAY 6984 QUAIL SPRINGS AVE 4621 MCCAULY AVENUE 7224 CIRCLE DR 3100 CLEAR LAKE OR 3879 STONERIDGE RD 360 ALICE LANE PO BOX 339 13668 JORDAN CT 7416 4TH PLACE 22515 KENT AVE 4750 RUSTIC OAK WAY 1627 S SPRUCE ST 28401 LOS ALISOS BLVD 4995 ST ALBERTA DR 2124 GILL DR 14769 ALBAWAY 1623 O'NEEL DR 26411 ROBIN ST 6966 RIVERTRAILS DR 1824 SESSLER PL

DR SONORA BAKERSFIELD TORRANCE CONCORD RIVERSIDE HUNTINGTON BEAC DOWNEY SAN JOSE TWENTYNINE PALM DENAIR ROHNERT PARK CHICO CARLSBAD BLYTHE SAN JUAN BAUTIS RANCHO CUCAMONG DOWNEY TORRANCE CARMICHAEL SANTA ANA MISSION VIEJO FONTANA CONCORD MORENO VALLEY PETALUMA ESPARTO MIRA LOKA YUBA CITY

72011 72031 72715 72715 72903

85353 85747 86322 85621

95370 93309 90504 94521 92503 92647 90242 95148 92277 95316 94928 95973 92010 92225 95045 91739 90241 90505 95608 92704 92692 92336 94520 92553 94954 95627 91752 95993

State Count: 28

RAINS, NATHAN E *TERH* ROBERTS, DONALD R *TERM* LEE. MICHAEL D *TERM* CUTSHAW. BRIAN R *TERH*

5246 WEAVER DRIVE 679 TAHOE CIRCLE 8346 COOL SUNSHINE CIRCLE ALAMOSA 294 34TH AVE GREELEY

COLORADO SPRING 80922 GRAND JUNCTION 81505

81101 80631

501 776-8528 501 253-1476 479 619-8987 479 644-6043 479 573-0198

602 510-3172 520 975-6131 928 592-3771 520 223-7626

209 352-6228 661 889-1426 310 347-7390 925 451-5003 951 768-7675 714 397-5028 562 896-2604 408 605-2908 760 835-1962 209 769-4078 707 486-5426 530 570-8664 619 279-6540 928 279-6651 831 6234885 951 899-6255 552 776-1013 310 378-1555 916 965-1310 714 432-8130 714 313-4593 303 681-2201 925 689-6267 951 242-5055 707 338-0399 530 681-5775 714 323-8163 530 635-2515

719 330-2409 970 683-8882 719 580-3548 970 215-6787

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CO CO CO CO

FL FL FL FL FL FL FL FL FL FL FL FL

GA GA GA GA GA

COWGER, BRAD H *ISAAC COW 2300 GLENVIEW DR CARTER. COREY R *TERM* 680 TAHOE CIRCLE HEJIA. CARLOS *TERM* 23201 E ORCHARD PL HUNTER. PAUL R *TERM* PO BOX 231

State Count: 8

CLOWER. CHARLES *MATT EMP JUNEAU. STEVE R *T£RM* KI6HT, JIMMY L *TERM* NAPOLITANO. KENNETH D *TE CAMP, JERRY M *TERM* HARINANGELI. JAMES T *TER BLUM, RANDY S *TERH* PHIBBS. JAMES L *TERM* SHOCKEY, DAVID A *TERM* MOSKALYK. LARRY *TERM* RICCJARDI, THOMAS *TERM* TODD, DAVID P *TERM*

3029 KILLEARN POINTE CT 6704 CHANT TRAIL 4043 SONNET DR 352 MAHAGONY 11400 AXIS DEER LANE 902 SPINDLE PALM WAY 7927 SKYVIEW BLVD 8655 79TH PL N 15801 PALMETTO CLUB DR 487 EASTVIEW ROAD 2145 FENTRESS COURT 937 GUNBY AVE SOUTH

State Count: 12

HOHENBERGER. JAMES L *TER 5110 WRIGHTBRIDGE ROAD CHANCEY, JAYSON C *TERH* 518 COPPER LAKE RD PIEDRA. RUBEN D JR *TERM* 315 FURROW CREEK CT JOHNSON, RONALD E *TERM* 4132 REID RD RANDALL. BRIAN *TERM* 3467 SANDY BANK DR

State Count: 5

HI JOHNSTON. RICHARD *TERM* 45 334 MEALELE ST HI SOUZA, LESLIE C JR *TERH* 47-422 HUI AUKUU HI LEE. KEVIN *TERM* 3411 PAWAINA ST

State Count: 3

lA YOUNG. RODNEY R *TERM* lA CATTELL. DENNIS R *JAMES lA MERTENS. ROBERT J *TERM* lA ROSEMAN. LYSLE V *TERM*

State Count: 4

ID COOPER. JAMES P *TERM* ID HILL, JAY *TERM*

State Count: 2

IL BUNTING. TERRY *TERM* IL GILMORE, JAMES K *TERH*

1380 U FOREVERGREEK RD 67 NE 72ND ST 2481 HERITAGE DR 10021 210TH ST

53 NORTH 1ST WEST 896 HARMONY RD

2824 NORTH AVE 616 S 15TH AVENUE

MONTROSE 81401 GRAND JUNCTION 81505 AURORA 80015 RIFLE 81650

TALLAHASSEE 32312 TALLAHASSEE 32309 TALLAHASSEE 32303 KEY LARGO 33037 FORT MYERS 33966 APOLLO BEACH 33572 NAVARRE 32566 SEMINOLE 33777 PERRINE 33157 LARGO 33770 SPRING HILL 34609 LEHIGH ACRES 33974

CUMMING 30040 ALMA 31510 JACKSON 30233 DOUGLASVILLE 30135 AUBURN 30011

KANEOHE 96744 KANEOHE 96744 HONOLULU 96822

NORTH LIBERTY 52317 PLEASANT HILL 50327 WILLIAMSBURG 52361 WALCOTT 52773

PRESTON 83263 TWIN FALLS 83301

METROPOLIS 62960 HAYWOOD 60153

970 755-1220 *N0 PHONE*** 720 937-8215 970 625-1912

850 894 850 933 850 294 305 394^ 239 770. 727 455. 850 686-727 710-305 253^ 727 584^ 352 666-239 287-

5439 6492 3559 0865 8274 8320 5697 0997 2391 4852 5541 0516

770 888-1727 912 632-2277 404 348-7093 770 920-0774 678 432-5895

808 286-6436 808 478-9185 808 988-2054

319 626-6721 515 979-4880 319 759-1183 563 324-6076

208 852-1593 208 734-5486

618 524-4539 312 907-9406

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S t a t e D i s t r i b u t o r Name Address

NMTC. Inc. d/b/a Mateo Tools Distributors Separated in 2010

City Area Phone


Page Date 1/01/2011

IL IL IL IL IL IL IL IL IL IL IL

IN IN IN IN IN in IN

SHEAFFER, ROBERT T *TERM* DIETZ, CHRISTOPHER S *TER HARRELSON, CHRISTOPHER J JERZ, MICHAEL J *TERM* TUOHY. MICHAEL W *TERM* * NICCOLAI. BRUCE B *TERM* FORSYTHE. KEVIN *TERM* PATULA, CHARLES *TERM* ENGELMANN. GLENN *TERM* GIBBONS. EVAN *TERM* MUELLER. MARK G *TERM*

271 MIOOLEBURY CT DI 603 THIRD ST PO BOX 147 997 CASTLESHIRE DRIVE 137 AUGUSTA DR 554 SILVER ASPEN CIRCLE 3804 CRYSTAL LAKE AVE 17529 S 65TH AVENUE 783 WATER TOWER ROAD 1310 IRONWOOD DR 21 W 303 SIDNEY

State Count: 13

HOJEH, KIERSTEN *TERM* MANGO, THOMAS L *TERM* WHITE, BRYAN D *TERM* LYNCH. LARRY D *TERM* TYREE. TIMOTHY P *TERM* HARRIS, RANDALL L *TERM* DUNFEE. TIMOTHY A *TERH*

State Count: '<

680 CENTRAL DR 13121 KNOLLTON CT 5461 N 750 E 182 HIGHLAND 7160 N PRIVATE RD 130W 4362 £ ALLISON RO 521 HOMESTEAD AVE

SCHAUMBURG 60193 COLONA 61241 SANDWICH 60548 WOODSTOCK 60098 GILBERTS 60136 CRYSTAL LAKE 60014 CRYSTAL LAKE 60014 TINLEY PARK 60477 JACKSONVILLE 62650 NORMAL 61761 LOMBARD 60148

MARTINSVILLE 46151 FISHERS 46038 NORTH WEBSTER 46555 FRANKLIN 46131 BRAZIL 47834 CAMSY 46113 SEYMOUR 47274

847 971 309 314 630 514 815 861 847 354 815 382 815 479 708 429 217 899 309 287 630 495

812 345 317 503 574 518 317 442 812 448 317 831 812 522

-7795 •2423 •7090 •9359 •1457 •8590 -8604 -4757 -1688 -7979 -2496

-4498 -4953 -4404 -2082 -9834 -6393 -8131

KS KLOSTER, BRIAN J *TERM* 7905 LAKEVIEW AVE LENEXA 66219 913 888- 6988 KS WINKLER. JEFFERY T *TERM* 3204 LABETTE RD OTTAWA 66067 785 242- 8267

State Count: 2

KY WEILBAKER, JEREMY A *TERM 198 HILLCREEK COURT MT. WASHINGTON 40047 502 693- 3106 KY COHRON. JEFFERY B *TERM* 3486 BATHHURST CT LEXINGTON 40503 859 536- 8665 KY HUGHES, ANTHONY *TONY* *T 10501 VINTAGE CREEK DR LOUISVILLE 40299 502 338- 8464 KY FISHER, ROBERT S *TERM* RRI BOX HOC HIGHWAY 1534 PINEVILLE 40977 606 337- 3152 KY PERRY. WILLIAM K *TERM* 166 AMY AVENUE ELIZABETHTOWN 42701 270 765- 7872 KY SCHNEIDER, ALBERT L *TERH 7610 MARIE ANNA DR LOUISVILLE 40258 502 640- 1308

State Count: 6

LA CASE, KEITH T *TROY* *TER 106 E END AVE SULPHUR 70663 337 853^ 0188 LA MCWILLIAMS, JEFFERY R *TE 905 DENNIS AVE LEESVILLE 71446 337 353^ 2166 LA HERNDON, ANTHONY *CARL IS 4609 HWY 14 NEW IBERIA 70560 337 319- 1366 LA BERGERON. TODD *TERH* 128 C HUMMINGBIRD LAFAYETTE 70506 *N0 PHONE*** LA MURPHREE, L GREGG *TERM* 11114 SOUTHBROOK DR SHREVEPORT 71115-3812 318 797- 2643

State Count: 5

HA ALLENCHEY, THOHAS W *TERM 54 SPRUCE STREET FOXBORO 02035 508 785- 5689

State Count:

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Zip Code Code NuRsber

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MD MD MD MD MD

MI MI MI MI MI MI MI MI

MN MN MN MN

KLOIBER, JOSEPH *TERM* 1831 WYCLIFFE ROAD BALTIMORE KRAMER, PAUL *PAUL PESSAN 871 WARNER DR PO BOX 38 HUNTINGTOWN HASH, WILLIAM J *JEFF* *T 4005 BEE COURT SCHWEITZER. BRIAN *TERH* 7802 W-B & A RD HAYS. JAMES R *TERM* 36740 HAYS LANE

State Count: 5

CRONAN, ALAN J *TERM* DOWNARD. DAVID W *TERH* HUNTLEY, LOREN F *TERM* BETTS. EVERETT G *TERM* HURD, CHRIS *TERM* MCCOWAN, WILLIAM *BRUCE* KOGELMANN, GARY *TERM* JOHNSON, DAVID E *TERH*

State Count: 8

NELSON. MICHAEL S *TERM* BOWMAN. KYLE S *TERM* PARADIS. KEVIN D *TERM* CASTLE, TIMOTHY L *TERM*

State Count: 4

11573 CADY RD 47924 E MAIN ST 93 HUNTERS RILL 118 GRAND ST 54 WASHINGTON COURT 6251 U GRAND BLANC RD 17813 VENTURA COURT 7322 RATHBUN RD

12743 BUCKLEY RD 7991 CABIN DR 1117 COLLEGE AVE 6811 W 140TH ST

MO SARGENT, RICHARD D *TERM* 1111 6ANTZ MO COLE. ANDREW B *TERM* 13 HILLSIDE OR MO INGRAM, DAVID L *TERM* 576 E HIGHWAY 160

State Count: 3

MT RUSSELL. MICHAEL J *TERM* 3985 VISTA VIEW RD

WESTMINSTER SEVERN CHAPTICO

GRASS LAKE PAW PAW LAPEER COLDWATER NILES SWARTZ CREEK LIVONIA BIRCH RUN

CALEDONIA GRASSTON RED WING SAVAGE

STEWARTSVILLE NIXA LAMAR

BILLINGS

State Count:

NC AYCOCK. ALLEN JR *GLEN* NC STONE. SCOTT D *TERM* NC RATCLIFF. OPEN *TERM* NC KISTLER. STEVE A *TERM* NC GODWIN. DENNIE 0 *TERM* NC KENNEDY. PATRICIA TRK 2

1

* 1052 AYCOCK DAIRY FARM RD FREMONT 8208 KNIGHTS BRIDGE RD CHARLOTTE 3990 BEN DAIL RD LA GRANGE 1436 FIELD CIRCLE HICKORY 3788 WILLIAMS ROAD CLAREOON

* 4240 NICHOLSON RD CAMERON

State Count: 6

NE DEKAY. JERRY L *TERM* 7112 N. 65TH STREET OMAHA

State Count: 1

NJ EVANS, JOHN E *TERM* 19 RHEA RUN ROAD NEWTON

21234 20639 21157 21144 20621

49240 49079 48446 49036 49120 48473 48152 48415

55921 55030 55066 55378

64490 65714 64759

59101

27830 28210 28551 28602 28432 28326

68152

07860

410 665 410 320 410 259 301 529 301 769

517 392 269 370 810 656 517 227 269 687 810 513 734 458 810 397

-3589 - 5308 -3276 -9507 -3945

-0304 -6976 -2147 -1153 -0273 -6647 -2001 -4894

*N0 PHONE*** 763 639-1792 651 380-0472 218 259-6683

816 248-9582 417 343-9174 417 682-3769

406 252-3743

919 242-1394 803 665-5416 252 566-3596 828 294-2539 910 234-1335 919 499-6833

402 590-7559

973 383-3938

PM01701

Run Date :12/30/10


NMTC. Inc-. d/b/a Mateo Tools Distributors Separated in 2010

City Area Phone


Page Date 1/01/2011

NJ OEGROAT. DANA 0 *TERM* NJ ZACCONE, STEPHEN *TERM* NJ SEIDMAN. MARC *TERH*

10 HIRAMS GROVE RD 130 LINCOLN AVE 800 SALEM COURT

NM NM NM NM

NV NV

NY NY NY NY NY NY NY NY NY NY NY NY NY

OH OH OH OH OH OH OH

OK OK

OR

State Count:

GRIE60. MARK C *TERM* 11101 ACOMA ROAD SE #8 DANIEL, ROBERT L *TERH* 1616 ROBERT DALE DR NE MOORE. JOHN D *JD* *TERM* 300 S MANCHESTER CRUZ, ART L *TERM* 800 HONDO RD SW

State Count; 4

PRESTON, RONALD S *TERM* 2880 HORSESHOE LANE COCHRAN, WILLIAM A III *B 519 YELLOW JACKET DR

State Count: 2

ALTOMARE, THOMAS J *TERM* CORDOBA. JULIO C *TERM* BERGHOLC. BRADLEY W *TERM OSTOLSKI. CHRIS L *TERM* GIARAMITA, MARIO *TER«* * GALDIERO. RICHARD *TERM* CHRISTENSEN. SOREN *TERM* BOCCIO. MICHAEL *TERM* BACON. RUSSELL *TERM* WINKELMAN, SCOTT *TERH* RIZZO. CHRISTOPHER D *TER SWEET. RANDY C *TERM* VILLANO, DAVID B III *TER

State Count: 13

SINYUK, ALEXANDER *TERM* MORTIMER. MARK T *TERM* MORRIS. KURT *TERM* MCCABE. MERLIN R *TERM* JARRELL. ELI *TERM* MALLORY, ROBERT K *TERM* TIBBETTS. GREGORY L *TERH

State Count: 7

HOLMES. WALTER L *TERM* MOORE, DONALD J *TERM*

State Count: 2

LONG, GENE A *T£RM*

191 VICTORY DRIVE 341 N VIRGINIA AVE 8 ANDREAS COURT 4594 SHISLER RD 60-88 60TH AVE 80 INDIAN PASS 9 MAGNOLIA DR 24 SHEPPARD LANE 1653 PREEMPTION ST 4052 FANCHER RD 3391 LINDBERGH AVE 953 COUNTY RD 123 310 CONCORD AVE

4856 DEEP HOLLOW DR 9124 RAKCHILL DR 5145 BIRCHCREST 112 ASH ST 1174 DEBLIN DR 5707 NELLA AVE NW 6181 SHERMAN RD

408 NW 96TH STREET 6800 W CHARTER OAK ROAD

BRANCHVILLE ELMWOOD PARK ATCO

ALBUQUERQUE ALBUQUERQUE HAGERMAN RIO RANCHO

FERNLEY DAYTON

RONKONKOMA N MASSAPEOUA HOLMES CLARENCE MASPETH STORMVILLE KINGS PARK SMITHTOWN GENEVA HOLLEY OCEANSIDE MAYFIELD OCEANSIDE

COLUMBUS CINCINNATI YOUNGSTOWN LYONS MILFORD NORTH CANTON GALENA

OKLAHOMA CITY EDMOND

6 SOUTHEAST CRESTLINE PLA HERMISTON

07826 07407 08004

87123 87112 88232 87124

89408 89403

11779 11758 12531 14031 11378 12582 11754 11787 14456 14470 11572 12117 11572

43228 45231 44515 43533 45150 44720 43021

73114 73003

97838

973 948-4515 201 665-5013 609 707-7697

505 620^2690 505 363-5896 575 626-3955 505 730-3673

775 846-5415 775 842-0490

631 467 516 721 845 742 716 912 917 335 845 849 631 361 631 335 315 789 585 638 516 536. 518 863 516 766

3163 5740 6978 4358 4972 4724 3660 8136 3428 2227 4067 8171 2028

614 302-8129 513 550-0170 330 719-2641 419 923-5791 513 831-3748 330 497-6149 740 657-1665

405 842-0496 405 341-9322

541 786-3798

PH01701

Run Date :12/30/10





Page Date 1/01/2011

OR GENTERT. HERBERT P *TERH* 20810 YOSEMITE ST NE OR 6ERKE. HEINRICH *TERM* 20670 SW 65TH ST OR WILKINSON. LEE C *TERM* 4480 CORONA ST

State Count: 4

PA PA PA PA PA

SC SC

TN TN TN TN TN

TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX TX

MONAHAN, GERALD J *TERM* 3630 STATE ROUTE 2023 KEMP. BOB J *TERM* 344 OLD DELP ROAD 6REG0. WILLIAM *TERM* TRK 3500 JEFFERSON AVE SATENSTEIN. NIKOL *TERM* 824 HAPPY CREEK LANE YURKOVITCH. RICHARD S *TE 1050 HUDSON WAY

State Count: 5

HALL. ROBERT E *TERM* CAPPS JR. RALPH *BENNY* *

State Count: 2

PAGE. RICHARD J *RICK* *T HENDERSON. ROBERT *KEITH* ANDERSON, MITCHELL B *TER HACKLER. STEVEN R *TERM* STAGGS. RONALD E *TERM*

State Count: 5

HOOKER. DERRICK D *TER«* FISHER, WILLIAM E *TERN* CARAVEO. RICHARD *TERM* MADHA, ABRAHAM A *JUSTIN TOMLINSON. JACKIE *JACK* WILBORN, DONNY E *PERRY E BRADY, JAMES M *MIKE* *TE WALLACE. LEVI A *TERM* GUNDERSON. PAUL E *TERM* HEATON, KENNETH N *TERM* BEASLEY. DANNY J *TERM* LEAR. BRIAN A *TERM* REAVIS. CODY T *TERH* PALACIOS. CHRIS R *TERM* TICKNER, JEFFREY R *TERM* PARKER. ELMER C *TERM* MORGAN. BENJAMIN L *TERM* HOLLAND, WILLIAM *TERM* TUCKER. LINDA *TERM* HOOD, MARK *WOODY* *TERM* HURTIK, STEPHEN G *TERH* SMITH, SAMMY *BRAO EMP* * SMITH. JERRY L *TERM*

2135 FLORENCE HWY 724 SPRINGDALE RD

1207 HARBIN RD 161 COUNTY ROAD 967 5616 CEDAR ASH CROSSING 7020 ANDERSON LANE 4272 TROUSDALE LANE

484 CROWDER LANE 107 RIDGEVIEW DR 12540 WESTERN GULL 10750 BRIAR FOREST 24906 WINTER6REEN DR 9320 STATE HWY 56 425 BRADY RD 10610 CATFISH LANE 14515 BRACKENHURST LANE 2150 RIVER OAKS CIRCLE 802 COUNTY RD 127 1981 BELL RD 204 S SATTERWHITE 1523 STONE MESA DR 301 STALLION RD 2113 BLUFF CIRCLE 134 FINNEY OAKS LANE 217 AE CAMP WISDOM RD 1930 CHAMBLESS DR 5823 LLANO AVE 7808 CRESTWOOD CT S 2708 CR 7720 7048 DOVER LANE

AURORA 97002 TUALATIN 97062 EUGENE 97404

FOREST CITY 18421 LANCASTER 17601 WASHINGTON 15301 WEST CHESTER 19380 NAZARETH 18064

SUMTER 29153 ROCK HILL 29730

DANDRIDGE 37725 RICEVILLE 37370 ANTIOCH 37013 KNOXVILLE 37918 COLUMBIA 38401

LONGVIEW 75603 SHERMAN 75090 EL PASO 79928 HOUSTON 77042 MAGNOLIA 77355 SHERMAN 75090 SADLER 76264 SAN ANTONIO 78224 HOUSTON 77049 ABILENE 79605 TUSCOLA 79562 IOWA PARK 76367 WHITE OAK 75693 HOUSTON 77073 ABILENE 79606 SALADO 76571 WEATHERFORD 76085 DUNCANVILLE 75116 BEAUMONT 77705 DALLAS 75206 NORTH RICHLAND 76180 LUBBOCK 79423 RICHLAND HILLS 76118

503 545-0066 503 349-5145 541 520-4654

570 267-7970 717 569-3379 724 345-3383 610 696-3686 610 614-0950

803 495-2130 803 329-5241

865 748-2513 423 650-0500 615 739-8997 865 323-1247 931 224-9672

903 240 903 821 915 227 713 952. 832 489 903 893 214 202 210 632 832 577 325 201 325 665 940 733 903 738 832 607 325 201 254 718 817 733 214 808 409 735 214 826 817 485 806 795 817 999

•9237 •7523 •4443 •8960 •1446 •7813 •3906 •4731 -7793 •3140 •4201 •5412 •9147 •1810 5958 •1147 7273 5515 7524 0707 3848 5039 2715

PM01701

Run Date ; 12/30/10





Page Date 1/01/2011

State Count: 23

UT REEVES, CASEY S *TERH* 3092 N 2500 W VERNAL

VA VA VA VA

State Count:

TESSITORE. MICHAEL R *TER 5501 MERCHANTS VIEW SQUAR HAYMARKET BARNABI. ROBERT E II *TER 13473 SHILOH LOOP KING GEORGE

767 JOHNSTON RD MARION PO BOX 316 HOPEWELL

FORD. HOWARD *TERM* MASON. CARL *TERM*

VA KIVIKKO. DENNIS L JR *TER 4202 PINEWOOD ESTATE COUR POWHATAN

State Count: 5

WA BOELTER. KEVIN L *TERM* WA MCCULLOCH. ROBERT J *TERH WA MORGAN. M JANE *TODD LYNN WA MCGRATH. MICHAEL S *TERM* WA HARMAN. EARL T *TERM* WA MARKS, KEVIN C *TERM* WA MICHAEL. MARK A *TERM*

State Count: 7

WI EBERT. CRAIG J *TERM* WI GILLIES, DAVID A *TERM* WI SERJOGINS. HELMUTH H *TER WI PAULSON, RICHARD *TERM* * WI BARTELS. DAVID B *TERM* WI LINO, WILLIAM J *TERM* WI OBRIEN. JAMES H *TERM* WI RADONSKI, NEAL *TERM* WI BESONEN, ROBERT J *TERM* WI GORN. CLYDE B *TERH* WI 5CHAEFER. WAYNE *TERM* WI SACHAR. KEITH *TERM*

State Count: 12

WY CHESHIER. TROY J *TERM* WY STRIPP. TRAVIS S *TERM* WY GANN. ROGER *TERM*

State Count: 3

610 RANGER DR SE 12104 N DENVER DR 1114 PAWNEE LANE 17406 SE 24TH ST 20225 BOTHELL EVERETT 29720 218TH PLACE SE 5643 LOCUST LANE

23426 130TH AVE 810 MILLER PL E10057 390TH AVE 12920 24TH AVE 2526 WILDING WAY W136e4 LINER RD 1615 13TH ST S 83 W 23325 ARTESIAN 800 STONYBROOK LANE 29736 CLOVER LANE W 209 CHEROKEE CANYON 22414 31ST ST

PO BOX 694 4306 ESSEX CT 3860 BROOKVIEW DR

OLYMPIA SPOKANE MT VERNON VANCOUVER

HWY BOTHELL KENT CASHMERE

BOYD LA CROSSE EAU CLAIRE CHIPPEWA FALLS SUAMICO BRANDON FENNIMORE BIG BEND GREEN BAY WATERFORD

CT SULLIVAN BRISTOL

SUNDANCE GILLETTE CASPER

84078

20169 22485 24354 23860 23139

98503 99218 98273 98683 98012 98042 98815

54726 54603 54703 54729 54173 53919 53809 53103 54304 53185 53178 53104

82729 82718 82604

435 789-9601

571 264-7484 540 220-4353 276 783-8677 804 458-0073 804 598-2436

253 732-5657 509 385-7947 360 630-4555 360 334-2267 360 535-9378 253 630-3393 509 630-7603

920 428 608 797 715 828^ 715 577 920 655 920 960 608 822 414 587 920 362 262 514 262 593 847 855

3465 4938 5024 2135 0823 4669 6204 8665 6889 4484 2129 1364

605 430-7375 307 680-3371 307 473-7242

Total Count: 232

MATCO TOOLS


APPENDIX D: DISTRIBUTORSHIP AGREEMENT AND EXHIBITS

I .Mateo FDD/PKi^:u;4^25i2iJl 3 / i^^ \ IM I

MATCO TOOLS

DISTRIBUTORSHIP AGREEMENT

BETWEEN

NMTC, INC., d/b/a MATCO TOOLS 4403 Allen Road

Stow, Ohio 44224 (330) 929-4949

Fax: (330)929-5008

AND

Name(s) of DISTRIBUTOR

Street

City State Zip Code

Area Code Telephone

Area Code FAX

DISTRIBUTOR NO:

DATE OF DISTRIBUTORSHIP AGREEMENT

, 20

Mateo 3WJ21U1 Distributorship Agreement 3/^4^1111 FK i r n ' i M ' K 35880.6

MATCO TOOLS

DISTRIBUTORSHIP AGREEMENT

INDEX Page

ARTICLE 1 APPOINTMENT OF DISTRIBUTOR 1

1.1 Grant of Distributorship 1

1.2 List of Calls and Potential Customer List 1

1.3 Exclusive Rights 2

1.4 Rights Reserved by Mateo 2

1.5 Understandings and Acknowledgments 2

1.6 Spouse -

ARTICLE 2 TERM OF AGREEMENT; DISTRIBUTOR'S OPTION TO REACQUIRE DISTRIBUTORSHIP 3

2.1 Term -

2.2 Distributor's Option to Reacquire Distributorship 3

ARTICLE 3 DISTRIBUTOR'S DUTIES AND OBLIGATIONS 3

3.1 Promotion of Distributorship 3

3.2 Restrictions on Sales 4

3.3 Inventory 4

3.4 Weekly and Monthly Customer Sales Calls and Sales Meetings 4

3.5 Time Payment Reser\'e Account 4

3.6 Mateo Truck; Uniforms 4

3.7 Computer; Software; Data 5

3.8 New Distributor Training Program 5

3.9 Compliance with Laws 5

3.10 Compliance with Manual 6

3.11 Payment Obligations 6

3.12 Management of Distributorship 6

3.13 Mateo's Inspection Rights 6

3.14 Use of the Intemet 6

3.15 Substance Abuse and Drug Testing 7

3.16 Computer Transactions 7

3.17 Document Processing 7

3.18 Late Fee 7

ARTICLE 4 MATCO'S DUTIES 7

4.1 New Distributor Training Program 7

4.2 Field Training 8

4.3 Periodic Meetings 8

4.4 Hiring of New Operator 8

Maico jtji<j2l)ll Distributorship Agreement t'K.:3775..-PK 35880.6

ARTICLE 5 THE PARTIES' RELATIONSHIP 8

5.1 Independent Contractor 8

5.2 Financial Records and Reports 9

5.3 Insurance 9

5.4 Indemnification 9

5.5 Exercise of Mateo's Judgment 9

ARTICLE 6 PRODUCTS 10

6.1 Sale and Purchase of Products 10

6.2 Prices of Products 10

6.3 Initial Inventor>' 10

6.4 Electronic Funds Transfers 10

6.5 Standard Payment Terms 10

6.6 Security 10

6.7 Shipment 10

6.8 No Right To Withhold or Offset 11

6.9 Acceptance of Orders/Force Majeure 11

6.10 Taxes -

6.11 Risk of Loss 11

ARTICLE 7 TRADEMARKS,_TRADE NAMES AND PATENTS 11

7.1 Grant of License 11

7.2 Rights of Maico 11

7.3 Conditions to Use of Marks 11

7.4 Approval of Printed Materials 12

7.5 Defense of Actions 12

ARTICLE 8 WARRANTY 12

ARTICLE 9 CONFIDENTIALITY 12

ARTICLE 10 TRANSFER OF INTEREST 12

10.1 Transfer of Distributorship Interest 12

10.2 Conditions for Transfer 13

10.3 Transfer to Corporation 13

10.4 Security Interest 13

10.5 Transfer by Mateo 13

10.6 Non-Competition and Non-Solicitation Following a Transfer 13

ARTICLE 11 DEFAULT AND TERMINATION 14

11.1 Termination by Distributor 14

11.2 Mateo's Termination Rights 14

11.3 Notice; Cure Periods 14

11.4 Immediate Termination Rights 14

11.5 Obligations Upon Termination 14

11.6 Retum of Products 15

-11

Mateo 2^2011 Distributorship Agreement i ' i l 3j775.jPK 35880.6

3/^U:4<ilLai

11.7 Warranty Returns 15

11.8 Non-Solicitation of Customers; Covenant Against Competition 15

11.9 Action in Lieu of Temiination 16

ARTICLE 12 DISPUTE RESOLUTION 16

12.1 Arbitration 16

12.2 Notice of Dispute; Cure Period 16

12.3 Limitation of Actions; Waiver of Claims 16

12.4 Powers of Arbitrator 17

12.5 Disputes not Subject to Arbitration 17

12.6 No Collateral Estoppel or Class Actions 17

12.7 Limitation of Damages 17

12.8 Waiver of Jury Trials 18

12.9 Venue and Jurisdiction 18

12.10 Injunctive Relief 18

12.11 Severability 18

ARTICLE 13 MISCELLANEOUS 18

13.1 Waiver -

13.2 Notices 19

13.3 Goveming Law 19

13.4 Severability 19

13.5 Entire Agreement 19

13.6 Definitions 19

ARTICLE 14 REPRESENTATIONS BY THE DISTRIBUTOR 20

14.1 Receipt of Completed Agreement and Disclosure Documents 20

14.2 Investigation by Distributor 20

14.3 Truth and Accuracy of Representations 20

14.4 No Representations 20

14.5 No Warrantv of Success 20

Mateo 3ij4^.»2!lli Distributorship Agreement !'¥.. : = 775.^PK 35S80.6

3/aa4in_Ul

Exhibit A List of Calls and Potential Customer List Exhibit B [Reserved] Exhibit C Installment Promissor>' Note Exhibit D Security Agreement Exhibit E Distributor's Purchase-Security Agreement Credit Assignment Agreement Exhibit F Addendum and Guaranty to Distributor's Purchase-Security Agreement Credit

Assignment Agreement Exhibit G Purchase Money Security Agreement Exhibit H Purchase Money Security - Master Agreement Exhibit I End User's Credit Application Subject to Mateo Tools/P.S.A. Credit Approval Exhibit J Distributor's Purchase Security Agreement Recourse Credit Assignment Agreement Exhibit K-1 Purchase Money Security Agreement - New Tech Recourse Exhibit K-2 Purchase Money Security Agreement - Gold Recourse Exhibit L Distributor Lease Agreement Exhibit M Shop Owner Lease Application Exhibit N Equipment Lease Agreement Exhibit O Mateo Distributor Business System Software License, Maintenance and Support

Agreement and Information Form E.xhibit P Guarantee, Indemnification, and Acknowledgment Exhibit Q Mateo Tools Web Page Agreement

Mateo 2ii^2ill± Distributorship Aereement Pr.:-775.3PK 35880.6

MATCO TOOLS DISTRIBUTORSHIP AGREEMENT

This Distributorship Agreement (this "Agreement") is entered into by and between NMTC, Inc. d/b/a Mateo Tools ("Mateo"), a Delaware corporation, and (the "Distributor").

RECITALS

Mateo is the manufacturer and distributor of quality tools, tool boxes, and service equipment, and has developed a distinctive business system relating to the establishment and operation of Mateo mobile distributorships that sell tools, tool boxes, service equipment, and other goods and services, including, without limitation, apparel, model cars and other collectible items, and consumables (such as mechanic's hand soaps), and such other items that Mateo may in its sole discretion offer (collectively, the "Products") to professional mechanics and other businesses which operate fi-om a single location and purchase tools for their own use (the "Business System").

The Business System is identified by means of certain trade names, ser\'ice marks, trademarks, logos, and emblems, including, the trademarks and service marks "MATCO'®" and MATCO® TOOLS (the ''Marks").

Mateo desires to appoint the Distributor as an authorized Mateo mobile distributor to sell and service the Products in a certain geographic area and the Distributor desires to serve in such capacity.

The Distributor desires to operate a Mateo mobile distributorship in accordance with the Business System and the other standards and specifications established by Mateo, including requirements for regular weekly customer sales calls, minimum inventory and sales levels, communications and computer software usage and other operating requirements.

In consideration of the mutual promises contained in this Agreement, the Distributor and Mateo agree and contract as follows:

ARTICLE 1 APPOINTMENT OF DISTRIBUTOR

1.1 Grant of Distributorship. Mateo grants the Distributor the right, and the Distributor undertakes the obligation, on the terms and conditions set forth in this Agreement, to purchase, resell, and service the Products as a Mateo mobile distributor under the Business System (the "Distributorship").

1.2 List of Calls and Potential Customer List. The Distributor will operate the Distributorship only at those locations identified as potential stops along the Distributor's proposed route (the "List of Calls") and in the list of Potential Customers (defined in Section 13.6) (the "Potential Customer List"). The List of Calls and Potential Customer List are identified and attached to this Agreement as Exhibit A. Unless the List of Calls and Potential Customer List is adjusted or modified by Mateo and the Distributor, the Distributor may not offer or sell Products to any person, business, entity or other Potential Customer, other than those identified in the Potential Customer List. The Distributor acknowledges that: (A) as of the date of this Agreement there are a minimum of three hundred twenty-five (325) Potential Customers, the location of which will be identified on the List of Calls, (B) there can be no assurance that the Potential Customers idenfified in the Potential Customer List will acmally become Customers (defined in Section 13.6) of the Distributor, and (C) the number of actual Customers or Potential Customers identified on the Potential Customer List may increase or decrease after the date of this Agreement.

Maico a m i M X Distributorship Agreement Page 1 3/2^:-WiiZJl PK 2i7-?.s.ipK 35880.6

1.3 Exclusive Rights. The Distributorship is a business which operates principally from a vehicle, and which resells the Products to retail customers who are typically individual professional mechanics or businesses which operate from a single location, and who generally purchase the Products for their own use. Except as permitted under Section 1.4, and for so long as the Distributor is in compliance with this Agreement, Mateo will not operate, or grant a license or franchise to operate, a Mateo mobile distributorship that will be authorized to sell to any Potential Customers or Customers identified on the Distributor's Potential Customer List, if such Customers purchase Products at or from the business located and identified on the Potential Customer List.

1.4 Rights Reserved by Mateo. The Distributor acknowledges and agrees that except for the rights expressly granted to the Distributor and provided herein, Mateo retains all rights to sell, and license or authorize others to sell. Products to any customers, at any location, and through any channels or methods of distribution. Without limiting the foregoing, Mateo retains the following rights, on any terms and conditions Mateo deems advisable, and without granting Distributor any rights therein:

1.4.1 Mateo, and any affiliates, licensees or franchisees of Mateo, if authorized by Mateo, will have the absolute right to sell the Products, directly or indirectly, or through non-mobile distributors, including commercial sales representatives, (A) to industrial customers, industrial accounts, and owners of vehicle repair businesses (including businesses, entities, govemmental agencies, and others, including those which may be listed on the Distributor's List of Calls, but excluding the Potential Customers) who (i) have central purchasing functions, or (ii) may purchase and/or acquire special order products designed for multiple-party use, which are not included as part of Mateo's regular or special purchase inventory list, or (iii) may purchase Products through a bidding process, such as railroads, airlines, manufaemrers, governmental agencies and schools, (B) to industrial and multiple-line and multiple brand wholesale distributors who may resell such Products to any potential purchaser or customer, including the Customers; and (C) to vocational and training schools and programs, and to the students and employees of such schools and programs.

1.4.2 Mateo, and any affiliates, licensees or franchisees of Mateo, if authorized by Mateo, will have the absolute right to sell the Products through (A) mail orders, telephone orders, and the use of catalogs distributed to potential customers, (B) any current or future means of electronic commerce, including the Internet and Mateo's website, and (C) at special and/or temporary venues (including race tracks, and other motor sports events).

1.4.3 Mateo, and any present or future affiliates of Mateo, may manufacture and/or sell products that are the same as or similar to the Products, and Mateo's present or future affiliates may sell such products directly, or indirectly through wholesalers, suppliers, distributors or others, to potential customers who are the same as or similar to the Distributor's Potential Customers and Customers. Mateo and the Distributor acknowledge and agree that Mateo has no control over the sales or distribution methods or operations of its affiliates, and that Mateo has no liability or obligations to the Distributor due to any sales or distribution activities of Mateo's affiliates.

1.5 Understandings and Acknowledgments. Mateo and the Distributor acknowledge and agree that Mateo shall have no liability or obligation to the Distributor if any Customer or Potential Customer of the Distributor purchases or receives Products or competitive products through any method or channel of distribution described in Section 1.4, or otherwise reserved to Mateo. Further, the Distributor and Mateo acknowledge and agree that notwithstanding Section 1.3, Mateo has in the past granted (A) distributorships that do not have any territorial restrictions or limitations on the distributor, and (B) distributorships that have territories in which the distributor is not limited to selling Products to a specified number of customers. Mateo shall use its reasonable efforts to deter such distributors, and other distributors, from selling Products to customers on the Potential Customer List, but Mateo cannot and does not provide the

Mateo gtM42tIil Distributorship Agreement PagC 2 3/3»4^Uill. 3.-775. jPK 35880.6

Distributor with any guaranty or assurance that such distributors will not offer and sell Products to the Distributor's Customers.

1.6 Spouse. Mateo, Distributor, and Spouse (defined below) acknowledge and agree that Mateo has granted the rights under this Distributorship Agreement to Distributor based in part on Distributor's application and Distributor's promise and covenant that the person identified on the signature page of this Agreement as "Distributor," will operate the Mateo Truck and conduct the daily operations of the Distributorship. Distributor has designated the person identified on the signature page of this Agreement as "Spouse," as the person who will assist Distributor with certain aspects of the operation of the Distributorship. Mateo, Distributor, and Spouse further acknowledge and agree that both Distributor and Spouse are liable for the financial obligations and debts of Distributor and the Distributorship, and are responsible individually for compHance with this Agreement and for causing Distributor to comply with this Agreement. Without limiting the foregoing. Distributor and Spouse acknowledge and agree to be individually bound by all of the terms of this Agreement, including, in particular, those contained in Section 3.11, Article 9, and Section 11.8.

ARTICLE 2 TERM OF AGREEMENT; DISTRIBUTOR'S OPTION TO REACQUIRE

DISTRIBUTORSHIP

2.1 Term. The term of this Agreement will be for ten years, commencing on the date of this Agreement (the "Term"). This Agreement will not be enforceable until it has been signed by both the Distributor and Mateo.

2.2 Distributor's Option to Reacquire Distributorship. At the end of the Term of this Agreement, the Distributor will have the right, at his option, to reacquire the Mateo Distributorship, and execute a successor Distributorship Agreement, to ser\'e the existing Customers identified in Exhibits A and B, for an additional ten year period, provided the Distributor complies in all respects with the following conditions: (A) the Distributor has given Mateo written notice at least one hundred eighty days, but not more than one year, prior to the end of the Term of this Agreement of his intention to reacquire the Mateo Distributorship; (B) the Distributor has complied with all of the material terms and conditions of this Agreement, has materially complied with Mateo's operating and quality standards and procedures, and has timely paid all monetary' obligations owed to Mateo throughout the Term of this Agreement: (C) the Distributor has been in strict compliance with this Agreement and the policies and procedures prescribed by Mateo for (i) the six-month period prior to the Distributor's notice of its intent to reacquire a successor Mateo Distributorship, and (ii) the six-month period prior to the expiration of the Term of this Agreement; fD) the Distributor has agreed, in writing, to make the reasonable capital expenditures necessary to update, modernize, and/or replace the Mateo Tmek and equipment used by him in his Mateo business to meet the then-current specifications and the general image portrayed by the Mateo Business System; (©E) the Distributor agrees to sign and comply with the then-current standard Distributorship Agreement then being offered to new distributors by Mateo at the time the Distributor elects to exercise his option to reacquire the Mateo Distributorship; and (EE) the Distributor and Mateo have signed a joint and mutual general release of all claims each may have against the other.

ARTICLE 3 DISTRIBUTOR'S DUTIES AND OBLIGATIONS

3.1 Promotion of Distributorship. The Distributor will on a full-time basis diligently promote, market, and work to increase Product sales, to increase the Customer base, and to provide quality serv ice and warranty support to the Customers.

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3.2 Restrictions on Sales. The Distributor will only sell Products and other merchandise approved by Mateo, and will not sell, any products, tools, equipment or other merchandise which are competitive with any of the Products, except for items that are traded-in by the Distributor's Customers, without Mateo's prior written consent. Further, the Distributor shall not offer for sale, sell, or distribute any product not approved in advance by Mateo (including, for example, hazardous materials, pornographic materials, or products not related to the Distributor's business) and shall discontinue the offer, sale, or distribution of products promptly upon notice from Mateo. The Distributor may not operate the Distributorship or sell any Products to any person, entity, or business, or at any location not identified on the Potential Customer List, even if such Potential Customer or location is adjacent to, or near, a location on the Distributor's List of Calls or Potential Customer List, nor may the Distributor sell Products to any Customer of the Distributor who moves to a location or business not identified on the Potential Customer List.

3.3 Inventory. The Distributor will (i) at all times maintain a minimum inventor>' of Products equal to or in excess of the New Distributor Starter Inventory; (ii) on a weekly basis, purchase Products from Mateo in an amount not less than 80% of the "National Distributor Purchase Average," based on Distributor's 12-month rolling average, or, if Distributor has been operating the Distributorship for less than 12 months, based on Distributor's year-to-date average; and (iii) maintain a minimum of a ^60% ratio of a calculation of the Distributor's year-to-date purchase average divided by the Distributor's year-to-date sales average.

3.4 Weekly and Monthly Customer Sales Calls and Sales Meetings. To ensure high quality service, the Distributor will make personal sales calls to at least 80% of the Distributor's Potential Customers each week. In addition, the Distributor will make personal sales calls to each of his Potential Customers at least once each month. The Distributor will also attend at least 80% of district sales meetings that Mateo schedules in or for Distributor's district each year for its distributors and district managers. A;T of January 2QQ3, Mateo expects to schedule a district sales meeting approximately once every five weeks, provided, however, that Mateo may modify the frequency and timing of the meetings upon prior notice. Failure to comply with the weekly and monthly sales calls requirements or sales meeting requirements described in this Section 3.4 shall be a material default under this Agreement, and shall be grounds for termination under Section 11.2. If the Distributor fails to make personal sales calls to at least 80% of his Potential Customers for three weeks out of any ten week period, or if the Distributor fails to make personal sales calls to each of his Potential Customers at least once each month for three consecutive months, or if the Distributor fails to attend at least 80% of the district sales meetings in any 12-month period, then Mateo may, in lieu of termination of this Agreement, terminate, reduce, or modify in all respects the Distributor's exclusive rights under Section 1.3 of this Agreement, immediately upon written notice from Mateo to Distributor, and Mateo will have the absolute right to adjust the territory, the List of Calls or Potential Customers accordingly or appoint or permit one or more other distributors to sell Products to the Distributor's Potential Customers, or to sell directly or indirectly, itself or through affiliate. Products to the Distributor's Potential Customers.

3.5 Time Payment Reserve Account. Mateo acknowledges having received from the Distributor a deposit for the Distributor's Time Payment Reserve Account in the amount designated by Mateo, which will be administered in accordance with Mateo's Time Payment Reser\'e Account policies.

3.6 Mateo Truck; Uniforms. The Distributor must purchase or lease a Mateo Tmek, of the type and from a dealer or supplier approved by Mateo, prior to beginning operations of the Distributorship. The Distributor will use the name MATCO TOOLS®, the approved logo and all colors and graphics commonly associated with the Mateo Business System on the Mateo Tmek in accordance with Mateo's specifications. The Distributor will keep the interior and exterior of the Mateo Tmek in a clean condition and will keep the Mateo Tmek in good mechanical condition. The Mateo Tmek must be used solely for the operation of the Distributor's Mateo business. The Distributor must wear Matco-approved uniforms, as prescribed by Mateo periodically, while operating the Distributorship. The Distributor is required to maintain a

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professional appearance at all times and be clean and well groomed while making calls on Potential Customers.

3.7 Computer; Software; Data. The Distributor will purchase or lease a new (not previously owned or reftirbished) computer system that complies with the specifications established by Mateo (and that Mateo may update periodically), will sign the Mateo Distributor Business System Software License, Maintenance and Support Agreement (the "Software License Agreement") (Exhibit O) as may be modified from time to time, and will pay the required software license fees and annual maintenance support fee set forth in the Software License Agreement. The Distributor shall comply with all of Mateo's standards and specifications for computer hardware, software, and communications, and the Distributor shall update its computer hardware, software, and communications to comply with any new or changed standards or specifications established by Mateo. The Distributor agrees to use all of the features of the Mateo software in operating the Distributorship, including, without limitation, the order entry, inventor>', accounts receivable and reporting features. The Distributor will communicate with Mateo, and will transmit to, and receive documents from, Mateo, electronically, in the manner specified by Mateo in the Manual (defined below) or as directed by Mateo through the Mateo Distributor Business System. Except for the Mateo Distributor Business System software, the Distributor will have sole and complete responsibility for: (a) the acquisition, operation, maintenance and upgrading of the computer system in order to maintain compliance with Mateo's current standards as they may be modified from time to time; (b) obtaining and maintaining access to the Intemet through a subscription with an Intemet service provider or a then-current technologically capable equivalent in accordance with Mateo's standards (which is currently high-speed Intemet access through cable, DSL, or high-speed cellular); (c) the manner in which the Distributor's system interfaces with Mateo's computer system and those of other third parties; and (d) any and all consequences that may arise if the Distributor's system is not properly operated, maintained, and upgraded. Al l data provided by the Distributor, uploaded to Mateo's system from the Distributor's system, and./or downloaded from the Distributor's system to the Mateo system is and will be owned exclusively by Mateo, and Mateo will have the right to use such data in any manner that Mateo deems appropriate without compensation to the Distributor. In addition, all other data created or collected by Distributor in connection with the Mateo Distributor Business System, or in connection with the Distributor's operation of the business, is and will be owned exclusively by Mateo during the term of, and following termination or expiration of, the Agreement. Copies and/'or originals of such data must be provided to Mateo upon Mateo's request.

3.8 New Distributor Training Program. The Distributor must successfully complete the "New Distributor Training Program," as defined in Section 4.1, before operating the Distributorship. If the Distributor owns more than one Mateo Distributorship, then the New Distributor Training Program must be successfully completed by the Operator who will operate the Distributorship to which this Agreement relates before the Distributorship opens for business. Mateo may provide additional training and certification for its distributors from time to time and the Distributor (and the Operator, if applicable) will attend this training and will complete the certification procedures designated by Mateo. At its option, Mateo may require distributors to pay all or some portion of the cost of providing any such future additional training and/or certification procedures. Distributor will be required to attend a minimum of 80% of the Matco-scheduled district sales meetings for the Distributor's district in any 12-month period.

3.9 Compliance with Laws. The Distributor and all of his employees will comply with all federal, state and local laws, ordinances, mles, orders and regulations applicable to the operation of the Distributorship, including all traffic and safety regulations. The Distributor will file all federal and state tax retums and will timely pay all federal withholding taxes, federal insurance contribution taxes, and all other federal, state, and local income, sales and other taxes.

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3.10 Compliance with Manual. The Distributor will operate the Distributorship in conformity with the operating procedures and policies established in the Mateo Confidential Operating Manual (the "Manual"), or otherwise in writing. Mateo will loan the Distributor a copy of the Manual when the Distributor begins the New Distributor Training Program. Mateo reserves the right to provide the Manual electronically or in an electronic or computer-readable format, for example, via the Mateo Distributor Business System or another method, or on a CD.

3.11 Payment Obligations. The Distributor will timely pay all amounts owed to Mateo for Product purchases and under any credit agreement, promissory note, or other agreement relating to the Distributorship. All payments shall be made in accordance with Mateo's instmctions and Operations Manual, including payments by telephone and electronic funds transfer, as described in Section 6.4 below.

3.12 Management of Distributorship. The Distributor will be responsible for managing all aspects of the Mateo Business, including sales, collection of accounts receivable, purchases, inventory management, and hiring of Operators, if permitted by Mateo. The Distributor may not hire Operators, managers or drivers, or delegate any of his/her duties and obligations under this Agreement, unless approved in writing, in advance, by Mateo. Notwithstanding our Business System standards, some of which address safety, security, and related matters, these matters are solely within the Distributor's control, and the Distributor retains all responsibility for these matters in the operation of the Distributorship.

3.13 Mateo's Inspection Rights. The Distributor will: (A) permit Mateo and its agents to inspect the Distributor's Mateo Tmek and observe the Distributor's business operations at any time during normal business hours, (B) cooperate with Mateo during any inspections by rendering such assistance as Mateo may reasonably request, and (C) immediately, upon written notice from Mateo take the steps necessary to correct any deficiencies in the Distributor's business operations.

3.14 Use of the Internet. The Distributor specifically acknowledges and agrees that any Website (as defined below) will be deemed "advertising" under this Agreement, and will be subject to (among other things) Mateo's approval under Section 7.4 below. (As used in this Agreement, the term "Website" means an interactive electronic document, contained in a network of computers linked by communications software, that the Distributor operates or authorizes others to operate and that refers to the Distributorship, the Marks, Mateo, and./or the Business System. The term Website includes, but is not limited to, Internet and World Wide Web home pages.) In connection with any Website, the Distributor agrees to the following:

3.14.1 Before establishing the Website, the Distributor will submit to Mateo a sample of the Website format and information in the form and manner Mateo may reasonably require.

3.14.2 The Distributor may not establish or use the Website without Mateo's prior written approval.

3.14.3 In addition to any other applicable requirements, the Distributor must comply with Mateo's standards and specifications for Websites as prescribed by Mateo from time to time in the Manual or otherwise in writing. If required by Mateo, the Distributor will establish its Website as part of Mateo's Website and/or establish electronic links to Mateo's Website. As of the date of this Agreement, Mateo has established a Website for the entire system, and has offered Distributor a web page (or subpage) on Mateo's Website. Distributor shall execute Mateo's "Mateo Tools Web Page Agreement" (attached as Exhibit Q hereto), which permits Distributor to have its own subpage on Mateo's website. Distributor shall pay all appropriate fees under the Mateo Tools Web Page Agreement, and shall comply with Mateo's web policies as they may be modified from time to time.

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3.14.4 If the Distributor proposes any material revision to the Website or any of the information contained in the Website, the Distributor must submit each such revision to Mateo for Mateo's prior written approval as provided above.

3.15 Substance Abuse and Drug Testing. The Distributor acknowledges and agrees that driving a Mateo Tmek in an unsafe manner, or under the influence of alcohol or illegal dmgs is potentially hazardous to the Distributor and to third parties, may cause physical injury to the Distributor and./or to third parties, and is a violation of law and a violation of Mateo policies. In addition, such actions, and/or illegal or unauthorized operation of the Tmek and./or the Distributorship, may injure or harm the Marks and the goodwill associated with the Marks. The Distributor agrees not to drive or operate the Tmek under the influence of alcohol or illegal dmgs and not to use or ingest illegal dmgs at any time. Mateo may, from time to time, aiKl upon notice to the Di stributorjnd subject to compliance with applicable law, require that the Distributor submit to, and undergo periodic or random dmg and or alcohol testing at a facility, clinic, hospital or laboratory specified by Mateo, at a reasonable distance from the Distributor's home, within the time period specified by Mateo, which shall not be less than two (2) days, nor more than five (5) days following Mateo's notice. Mateo will bear the cost of any testing or lab fees. The Distributor's failure to submit to the testing, or the failure to pass the testing and analysis will be grounds for immediate termination of the Distributorship, upon notice from Mateo.

3.16 Computer Transactions. The Distributor must use his/her/its best efforts to timely and accurately enter and luaintain. in its entirety, all business pertinent data on the MDBS business system relative to the operation of the Distributorship, including but not limited to customer data, product data, sales, retums. warranty and pavmenjs. Transactions must be compie_ted_in strict compliance with Mateo's standards, specifications and procedures, and any unauthorized adjustments, or non-compliant use or recordation of transactions for failure to accurately record transactions) are prohibited.

3.17 Document Processing. In consideration of Mateo's time and expense to prepare franchise and financial documents in connection with Distributor's execution of this Agreement and related documents, ajid if n^£e_ssary, for Mateo to file such documents with appropriate government agencies. Distributor inust pay Mateo a document processing fee of $99. on or before signing the Agreement.

3.18 Late Fee. The Distributor must pay for all Product purchases, and all charges, fees and other amounts in a timely manner, as required by this Agreement and any related or ancillary documents or agreements. Product purchases and other fees and charges will be charged to die Distributor's Open Purchase Account ("OP.A.'"). If the Distributor fails to make a payment witliin 21 days of the date of an invoice from Mateo. Distributor's OPA will be deemed delinquent. Mateo may assess a late fee of 5% of the overdue balance per week, with a maximum late fee, per week, of SlOO.

ARTICLE 4 MATCO'S DUTIES

4,1 New Distributor Training Program. Mateo will provide a classroom training program to the Distributor and, if applicable, the Operator, in Stow, Ohio, or at such other location as may be designated by Mateo, to educate, familiarize and acquaint the Distributor and the Operator with the Mateo Business Systems. The training will include instmction (and, in some instances, may include training by videotape, computer-based training modules, or interactive video) on basic business procedures, purchasing, selling and marketing techniques, customer relations, basic computer operations, and other business and marketing topics selected by Mateo. After completion of the classroom training, hands-on training on the Distributor's tmek will be provided by Mateo. The classroom training at Stow, or other designated location, together with the on-the-tmck training comprises Mateo's "New Distributor Training Program." The Distributor and the Operator must successfiiUy complete the classroom training prior to commencing

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business operations. The classroom training will be scheduled by Mateo in its sole discretion and will be for a minimum of six-tyscventy hours. The Distributor must pay lodging and travel costs for attendance at the classroom training program. Currently, Mateo has negotiated group lodging and meal accommodations and rates for distributors while attending the classroom training program. Lodging is located near Mateo's headquarters, Cleveland Hopkins Intemational Airport, and./or Akron-Canton Regional Airport. The Distributor will be responsible for all expenses (except for scheduled travel to and from the airport and for daily travel to and from Mateo's headquarters) incurred during classroom training programs. Lodging and meal costs will be billed directly to the Distributor's Open Purchase Account. If the Distributor or initial Operator elects to bring their respective Spouse, Mateo will charge a flat fee in the amount of two hundred ninety-five dollars ($295.00) for food, lodging, and local transportation. The Distributor will pay all other expenses incurred by the Distributor, the Operator, and, if applicable, their Spouse(s), Operator in connection with the attendance and./or participation of the Distributor and the Operator in Mateo's New Distributor Training Program, including the Operator's salary and fringe benefits.

4.2 Field Training. Following the Distributor's successful completion of the classroom portion of Mateo's New Distributor Training Program, a regional trainer, and/or a regional or district manager designated by Mateo (the "Designated Trainer") will assist and advise the Distributor in the operation of his Mateo business for a minimum of eighty hours over a six-week period. This assistance may include approximately one week of training prior to or after the Distributor's classroom training, approximately one week of training during the period that the Distributor commences sales activity, in conjunction with the Distributor's initial sales calls to Potential Customers and locations identified on the List of Calls and Potential Customer List, and a final phase of training during a period following the Distributor's first week of operations. The Designated Trainer will make sales calls with the Distributor and will provide training and assistance to the Distributor relating to purchasing, selling and marketing techniques, customer relations, computer operations. Product knowledge and other topics relating to the Distributor's operation of the Distributorship.

4.3 Periodic Meetings. Mateo will schedule periodic meetings with Mateo personnel and other distributors for additional training. Product updates and business seminars. The Distributor must attend at least 80% of the Matco-scheduled district sales meetings for its district in any 12-month period.

4.4 Hiring of New Operator. T-he-- D4str-jbHiOi^vijj-4iBmed4a^y-iwtity -Matet> -it-bti-hir-es-a-n^^ Qt.>4 -aH'»Mo-o|>efate4j e-&i6tri ti ^ ^ die event the Distributor desires lo hire an Operator to operate an additional Truck, the Distributor must notify Mateo of such intent, and obtain Mateo's prior written authorization and approval to hire or engage an Operator. If the new Operator has not successfully completed the New Distributor Training Program prior to hiring by the Distributor, then the new Operator will be required to successfully complete the New Distributor Training Program prior to operating the Distributorship. Mateo will not charge a training fee for training the new Operator, but the Distributor will pay all travel, room and board, living and other expenses in connection with the new Operator's attendance and/or participation in Mateo's New Distributor Training Program. Additionally, the Distributor will pay the Operator's salar\' and fringe benefits.

ARTICLE 5 THE PARTIES' RELATIONSHIP

5.1 Independent Contractor. The Distributor is and will hold himself out to be an independent contractor, and not an agent or employee of Mateo. The Disfributor is not authorized: (A) to sign in the name of Mateo (or on its behalf) any contract, check, note, or written instmment; (B) to pledge the credit of Mateo; (C) to bind or obligate Mateo in any way; or (D) to make any promise, warranty, or representation on Mateo's behalf with respect to the Products or any other matter, except as expressly authorized in writing by Mateo.

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5.2 Financial Records and Reports. The Distributor will keep complete and accurate books, records, and accounts of all financial and business transactions and activities relating to the Distributorship, and will permit Mateo and its representatives to audit the books, records and accounts during regular business hours during the Term of this Agreement and for one year after termination or expiration of this Agreement. The Distributor's books, records and accounts will be in the form designated by Mateo and the Distributor will use the chart of accounts designated by Mateo for all financial statements. The Distributor will submit to Mateo, on a weekly basis, such business reports as Mateo may designate in writing. Mateo may request that the Distributor provide to Mateo, within 90 days of the Distributor's fiscal year end, a physical [iB-gntmxJvhicjimLsLbe veriLLeiH?y_aJ lat (LDi! ^^ andariannual financial statements prepared in a format that Mateo may designate. Once a physical inventory is completed. Distributor must adjust his books and MDBS reports to reflect the verified physical inventory numbers. Mateo may require that the financial statements include a profit and loss statement, a balance sheet, a cash flow statement and. or other information. Depending upon Distributor's overall business health and compliance with the terms and conditions of this .Agreement. Mateo may waive this physical inventor\' requirement and./or may extend the frequency to a bi-annual basis.

5.3 Insurance. The Distributor will purchase and maintain comprehensive general liability insurance covering bodily injury and property damage with minimum coverage of 52,000,000, and vehicle liability insurance coverage for the Mateo Tmek with minimum coverage of 52,000,000, insuring both the Distributor and Mateo against any loss, liability, damage, claim or expense of any kind whatsoever, including claims for bodily injurv', personal injury and property damage resulting from the operation of the Distributorship or the operation of the Mateo Tmek or any other vehicle used in connection with the Distributorship. In addition, the Distributor will purchase and maintain property insurance coverage with limits of at least "replacement" cost for the Mateo Tmek and the Products, cargo, computer system and equipment used in connection with the Distributorship, and will purchase and pay for any and all other insurance required by law. Al l insurance policies maintained by the Distributor will: (A) name Mateo as an additional named insured, (B) provide that Mateo will receive copies of all notices of cancellation, nonrenewal or coverage change at least thirty days prior to the effective date, and (C) require the insurance company to provide and pay for legal counsel to defend any claims or actions brought against the Distributor or Mateo. Additional requirements concerning the insurance to be obtained and maintained by the Distributor, if any, may be designated by Mateo from time to time in writing. If Distributor does not obtain and maintain the proper insurance coverage, Mateo may purchase said insurance on Distributor's behalf and charge Distributor's Open Purchase Account for the premium paid.

5.4 Indemnification. The Distributor will indemnify and hold Mateo harmless from any claims, damages, judgments and losses, including attorney's fees, arising out of, from, in connection with, or as a result of the Distributor's operation of the Distributorship and the business conducted under this Agreement, the Distributor's breach of this Agreement, the Distributor's negligence, or any acts or omissions of the Distributor in connection with the operation of the Distributorship including, without limitation, claims, damages, judgments and losses arising from any unauthorized statements, representations or warranties made by the Distributor with respect to the Products, and those alleged to be caused by Mateo's negligence, unless (and then only to the extent that) the claims, damages, judgments, and losses are determined to be caused solely by Mateo's gross negligence or willful misconduct according to a final, unappealable mling issued by a court or arbitrator of competent jurisdiction.

5.5 Exercise of Mateo's Judgment. Mateo has the right to operate, develop, and change the Business System in any manner that is not specifically precluded by this Agreement. Whenever Mateo has reser\'ed in this Agreement a right to take or withhold an action, or to grant or decline to grant the Distributor a right to take or omit an action, except as otherwise expressly and specifically provided in this Agreement, Mateo may make its decision or exercise its rights on the basis of the information readily available to it, and Mateo's judgment of what is in its best interests and/or in the best interests of its franchise network, at the

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time the decision is made, without regard to whether other reasonable or even arguably preferable alternative decisions could have been made by Mateo and without regard to whether Mateo's decision or the action Mateo takes promotes its financial or other individual interest.

ARTICLE 6 PRODUCTS

6.1 Sale and Purchase of Products. Mateo will sell and the Distributor will buy the Products from Mateo at the prices and on the terms established and published by Mateo from time to time. Distributor will not purchase or attempt to purchase any products, including Products, directly from vendors supplying products to Mateo, or from vendors or other sources that mav or mav not sell to or supply products to Mateo or, its distributors. Prices and terms applicable to each order placed by the Distributor will be those in effect on the date the order is accepted by Mateo. Mateo reserves the right to add or delete Products, make changes to the Products, increase Product prices, and adjust the prices, terms, and discounts for the Products, without notice or liability to the Distributor, at any time.

6.2 Prices of Products. The Distributor will have the absolute right to determine the prices at which the Products are sold to the Distributor's Customers. If Mateo institutes and implements a discount program, incentive program, coupon program, or other product sales or marketing program, the Distributor must comply with the program, and honor all authorized coupons, gift cards, gift certificates, and incentives.

6.3 Initial Inventory. Upon execution of this Agreement, the Distributor will place an order with Mateo for the New Distributor Starter Inventory. The Distributor will pay Mateo for the New Distributor Starter Inventory upon execution of this Agreement. Shipment of the New Distributor Starter Inventory will be made to the Distributor within 28 days of the date of this Agreement.

6.4 Electronic Funds Transfers. All payments to Mateo by the Distributor on any promissory note or for the purchase of Products and other goods and ser\'ices will be made by electronic funds transfers in accordance with the instmctions by Global Payment Systems contained in the Operations Manual. The Distributor will, from time to time during the Term of this Agreement, sign such documents as Mateo may request to authorize the Distributor's bank to transfer the payment amounts designated by the Distributor to Mateo's bank.

6.5 Standard Payment Terms. Mateo's standard payment terms for Products sold to the Distributor are "payment due upon receipt of invoice." If the Distributor fails to make any payment to Mateo for Products in a timely manner, then Mateo may require full or partial payment in advance or seek other assurances of performance, including, but not limited to, reducing credit limits and/or placing the Distributor on credit hold prior to shipping any additional Products to the Distributor. Mateo mav assess late fees on the overdue amounts, as provided for in Section 3.IS above.

6.6 Security'. The Distributor hereby grants Mateo a security interest in all of the Distributor's Products, accounts receivable and other assets to secure any unpaid credit or financing provided to the Distributor and the Distributor will sign such security agreements, financing statements and other documents as Mateo may request to legally perfect its security interest.

6.7 Shipment. The Distributor will be entitled to one auaHfyip-g-Shipment of Products per week from Mateo's warehouse, freight prepaid by Mateo, if die Distributor has comphed with Mateo's mles and policies regarding the placement and payment of orders for Products. Mateo will ship Products "FOB" from Mateo's warehouse, freight prepaid, but the title to the Products, and the risk of loss, will pass to

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Distributor as soon as the Products are delivered to the carrier at Mateo's warehouse. Prepaid freight shipments will not accumulate if the Distributor fails to request a shipment for any particular week. Additional shipments, special orders, shipments to addresses other than the Distributor's normal business address, and orders not made in compliance with Mateo's standard order input procedures, will be shipped from Mateo's warehouse, freight collect, unless otherwise agreed to in writing by Mateo.

6.8 No Right To Withhold or Offset. The Distributor will not withhold any payment due to Mateo because of any damage to the Products caused during transportation from Mateo to the Distributor or as a resuh of any legal or other claims the Distributor may allege against Mateo. The Distributor will not deduct any charges for services, parts, or other items from any payments due to Mateo until such charges have been agreed to in writing by Mateo.

6.9 Acceptance of Orders/Force Majeure. All Product orders placed by the Distributor will be subject to acceptance by Mateo. Mateo will, with reasonable diligence, execute all accepted Product orders received from the Distributor. However, Mateo expressly reser\'es the right at any time to defer, postpone or forego any shipments of Products on account of procedures or priorities established by any state, federal or local government or because of production failures, strikes or other labor disturbances, inability or delay in obtaining raw materials or other supplies, floods, fires, accidents, wars, incidents of terrorism or other causes or conditions beyond the control of Mateo, and Mateo will not be liable to the Distributor for any damages or loss of profits caused by such delay in executing or failing to execute such orders.

6.10 Taxes. The Distributor will pay, in addition to the prices specified for the Products pursuant to Mateo's then current price list, all applicable federal, state, local and govemmental taxes applicable to the Distributor's purchase of the Products.

6.11 Risk of Loss. After any Products ordered by the Distributor have been identified in such order, the risk of loss will at all times be borne by the Distributor. The Distributor will be responsible for making all claims against the carrier for damages to the Products and for all other losses.

ARTICLE 7 TRADEMARKS, TRADE NAMES AND PATENTS

7.1 Grant of License. Mateo grants to the Distributor a non-exclusive, non-transferable right and license to use the Marks in the normal course of operating the Distributorship. The Distributor will only use the Marks in connection with the sale of the Products sold pursuant to the Business System and the terms of this Agreement.

7.2 Rights of Mateo. The Distributor will not take any action which is adverse to Mateo's right, title or interest in the Marks or Mateo's pending or issued patents for various inventions and Products. The Distributor will not register or attempt to register the Marks or apply for any patent rights for the Products. The Distributor further agrees that nothing in this Agreement will give the Distributor any right, title or interest in the patent rights or Marks other than the right of use in accordance with the terms of this Agreement. The Distributor acknowledges the validity and Mateo's exclusive ownership of the Marks and the patent rights and agrees that any improvements made by the Distributor relating to the Marks or the Business System, as well as any and all goodwill resulting from the Distributor's use of the Marks pursuant to this Agreement, will inure solely to the benefit of Mateo.

7.3 Conditions to Use of Marks. The Distributor will not have the right to sublicense, assign or transfer its license to use the Marks. The Distributor will not use the Marks as part of its corporate or other legal name, or as part of any e-mail address, domain name, or other identification of the Distributor in any electronic medium. The Distributor will use the Marks only in the form and manner and with the appro

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^ riat appropriate legends as prescribed from time to time by Mateo. The Distributor will modify its use of the Marks from time to time in the manner designated in writing by Mateo. The Distributor will sign all documents deemed necessary by Mateo to obtain or maintain protection for the Marks.

7.4 Approval of Printed Materials. The Distributor will obtain Mateo's prior written approval for the use of the Marks in any advertising, promotional or other printed materials.

7.5 Defense of Actions. The Distributor will give Mateo immediate written notice of any claim made by any party relating to the Marks or the Business System and will, without compensation, cooperate in all respects with Mateo in any legal proceedings involving the Marks or the Business System. Mateo will have the sole and absolute right to determine whether it will commence or defend any litigation involving the Marks or the Business System, and will, at its expense, control and conduct any litigation involving the Marks. If the Distributor is named as a defendant in any action involving the Marks or the Business System solely because the plaintiff is alleging that the Distributor does not have the right to use the Marks, then if the Distributor gives Mateo written notice of the action within ten days after the Distributor receives notice of the claim, Mateo will assume the defense of the action and will indenmify and hold the Distributor harmless from any and all damages assessed against the Distributor in connection with the action.

ARTICLE 8 WARRANTY

All Mateo Products are subject to the warranty and liability limitations of the written Product warranty of Mateo (the "Mateo Warranty"). The Mateo Warranty may be amended or revised by Mateo at any time in its sole discretion. Mateo will have the right to adjust and resolve all warranty claims, either directly with the Customer or through the Distributor, as Mateo in its sole discretion may determine, and any action by Mateo with respect to warranty claims will be binding upon the Distributor.

ARTICLE 9 CONFIDENTIALITY

The Distributor will not, during the Term of this Agreement or thereafter, communicate, di\'ulge or use for the benefit of any other person or entity any confidential information, knowledge or know-how coneeming the methods of operation of a Mateo Distributorship which may be communicated to the Distributor by any employees of Mateo, or which arises by virtue of this Agreement. The Distributor will di\Tilge such confidential information only to his employees who must have access to it in order to operate the Distributorship. The Operations Manual and any and all other information, knowledge and know-how including, without limitation, drawings, materials, equipment, technology, methods, procedures, specifications, techniques, computer software programs, computer software source codes, systems and other data which Mateo designates as confidential or proprietary' will be deemed confidential and proprietary for the purposes of this Agreement.

ARTICLE 10 TRANSFER OF INTEREST

10.1 Transfer of Distributorship Interest. Neither the Distributor nor any individual, partnership, or corporation which owns any interest m the Distributor will transfer any interest in this Agreement, in the Distributor, in any capital or common stock in the Distributor, or in all or substantially all of the assets of the Distributorship, including the Mateo Tmek (the "Distributorship Interest"), without the prior written consent of Mateo.

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10.2 Conditions for Transfer. Mateo will not unreasonably withhold its consent to any transfer, if the following conditions are met: the Distributor is not in default under any provision of this Agreement, including payment of any financial obligations to Mateo; the Distributor and Mateo have signed a mutual general release of any and all claims against each other and their respective affiliates; it has been demonstrated to Mateo's sole satisfaction that the transferee exhibits the ability to operate the Distributorship, possesses an acceptable credit rating, has adequate financial resources and capital to operate the Distributorship in accordance with Mateo's requirements, and is not involved, directly or indirectly, in any business that is in any way competitive with a Mateo Distributorship; the transferee-distributor successfully completes the New Distributor Training Program; and the Distributor and transferee-disU-ibutor sign the legal documents necessary to transfer this Agreement to the transferee-distributor. Distributor and Spouse acknowledge and agree that (a) any proposed assignment or transfer to Spouse of this Agreement, the rights and responsibilities under this Agreement, or any Distributorship Interest, or (b) any proposed delegation of duties of Distributor under this Agreement, to Spouse, by contract, by operation of law, or otherwise, shall not be effective unless approved in advance, in writing by Mateo, and Mateo may rely on the conditions described in this Section 10.2, and/or any other reasonable conditions and qualifications, in determining to grant or withhold its consent of or approval to any such transfer, assignment, or delegation to Spouse.

10.3 Transfer to Corporation. The Distributor may transfer this Agreement to a corporation formed for the convenience of ownership upon prior written notice to Mateo, provided the Distributor owns 100%) of the capital stock of the corporation and personally guarantees, in a written guaranty satisfactory to Mateo, to make all payments and to fulfill all obligations and conditions required under this Agreement.

10.4 Security Interest. The Distributor will not grant a security interest in the Distributorship or this Agreement without Mateo's prior written consent. Mateo will have the right as a condition of its consent, to require the secured party to agree that if the Distributor defaults under any security interest, then Mateo will have the right and option (but not the obligation) to be substituted for the Distributor as the obligor to the secured party and to cure any default of the Distributor without the acceleration of any indebtedness due from the Distributor.

10.5 Transfer bv Mateo. Mateo will have the right to transfer or assign this Agreement and all or any part of its rights or obligations herein to any person or legal entity without notice to the Distributor.

10.6 Non-Competition and Non-Solicitation Following a Transfer. In addition, to the covenants regarding non-competition and non-solicitation of Distributor, Spouse and others as specified in Section 11.8 below, Mateo encourages Distributor to obtain a noncompetition agreement from the previous Distributor that serviced the List of Calls, and Mateo expects that it will encourage any new distributor that acquires the business, the route, the accounts or the distributorship of the Distributor to obtain a noncompetition agreement from the outgoing or transferring Distributor. The noncompetition agreement may assist in preventing competition from the previous Distributor, Spouse, and immediate family members for a continuous unintermpted period of one (1) year from the date of a transfer permitted under Section 10 above, or expiration or termination of the previous Distributor's Distributorship Agreement (regardless of the cause for termination). Competition includes, but is not limited to, selling or attempt to sell any Products or any products the same as or similar to the Products to (i) any existing Customer on the Distributor's List of Calls who purchased one or more Products from the previous Distributor during the 12-month period immediately preceding the dates referred to in this Section 10.6, or (ii) any Potential Customer on the Distributor's List of Calls and Potential Customer List, located on, or identified in, the previous Distributor's List of Calls and Potential Customer List, as such lists existed, or may have been amended as provided for in the previous Distributor's Agreement and in accordance with Mateo's policies, if the previous Distributor had visited or made one or more sales calls to such Potential Customer, List of

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Calls, or person or business identified on the Potential Customer List during the 12-month period immediately preceding the date referred to in this Section 10.6.

ARTICLE 11 DEFAULT AND TERMINATION

11.1 Termination by Distributor. The Distributor may terminate this Agreement, at any time, with or without cause, by giving il'ti-4.y.forty-five days prior written notice to Mateo.

11.2 Mateo's Termination Rights. Mateo will have the right to terminate this Agreement if the Distributor: (A) violates any material term, provision, obligation, representation or warranty contained in this Agreement or any other agreements entered into with Mateo including, but not limited to, agreements regarding participation in the Mateo Tools PSA Program, (B) makes an assignment for the benefit of creditors or if a voluntary or involuntary proceeding is instituted against the Distributor in bankmptcy or under any other insolvency or similar law, (C) attempts to assign or transfer this Agreement without Mateo's written consent, (D) abandons the Distributorship, (E) fails to timely make any payment due to Mateo under this Agreement or under any other agreement, promissory note or contract, or (F) refuses to perform a physical inventory if required by Mateo or refuses to permit Mateo to audit his books and records in accordance with Section 5.2.

11.3 Notice: Cure Periods. Mateo will not have the right to terminate this Agreement unless and until: (A) written notice setting forth the alleged breach giving rise to the termination has been delivered to the Distributor in accordance with the terms of Section 13.2, and (B) the Distributor fails to correct the breach within the period of time specified by law. If applicable law does not specify a time period to correct the breach, then the Distributor will have thirty days to correct the breach except where the written notice states that the Distributor is delinquent in any payment due to Mateo under this Agreement in which case the Distributor will have ten days to make full payment to Mateo.

11.4 Immediate Termination Rights. Notwithstanding Section 11.3, Mateo will have the right to immediately terminate this Agreement by giving the Distributor written notice of termination, if the Distributor: (A) abandons the Distributorship, including voluntary or involuntary abandonment, and/'or abandonment due to repossession of the Mateo Tools tmek and inventory, (B) is convicted of or pleads guilty to a gross misdemeanor or felony, (C) is involved in any conduct or act which materially impairs the goodwill associated with Mateo, the Business System, or the Marks, (D) refuses to permit Mateo to audit his books and records in accordance with Section 5.2, (E) has been found to have submitted a fraudulent credit application, (F) commits any fraudulent act in connection with any of his.'Tier agreements with Mateo, (G) fails to comply with Section 3.2 of this Agreement by offering to sell or selling any products to customers at any location not identified on the distributor's List of Calls or Potential Customer List without Mateo's express written authorization, (H) is disabled to the extent distributor cannot perform such obligations hereunder for a period of (6) six consecutive months, or for any (6) six months within a period of (18) eighteen consecutive months, (I) dies, (J) after curing a default pursuant to Section 11.2, commits the same default again within a twelve (12) month period of the previous default, whether or not cured after notice, (K) commits the same or different defauk under this Agreement, three or more times within any twelve (12) month period, whether or not cured after notice, (L) makes an assignment for the benefit of creditors or if a voluntary or involuntary proceeding is instituted against the Distributor in bankmptcy or under any other insolvency or similar law, or (M) fails to submit to or undergo a dmg and./or alcohol test if required by Mateo, or fails the drug and./or alcohol test required by Mateo.

11.5 Obligations Upon Termination. Upon the termination or expiration of this Agreement, the Distributor will: pay Mateo all amounts owed by the Distributor to Mateo including interest charged on distributor's Open Purchase Account balance at a rate of 22.5% annually or the maximum rate permitted by

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law, whichever is lower; provide Mateo with the inventory amounts and financial information of the Distributorship for the preceding twelve months; immediately cease using all of the Marks and the Business System; provide Mateo with all Customer lists and other information relating to the Customers of the Distributorship; retum to Mateo by pre-paid U.S. mail the Manual and all other manuals, software, catalogs, brochures, pamphlets, decals, signs, and other materials provided to the Distributor by Mateo, and/or destroy all electronic versions of such materials and provide verification of such destmction to Mateo; and remove all Marks, logos, graphics and insignias indicating a relationship with Mateo from the Mateo Tmek and all other property of the Distributor. In addition, Mateo may assess Distributor a late fee of S25 per week for each week that the Distributor fails to pay the balance owed on the Open Purchase Account following termination.

11.6 Return of Products. Within thirty days following: (A) the expiration or non-renewal of this Agreement, or (B) termination of this Agreement by Mateo or by Distributor, Mateo will, in accordance with Mateo's then-current Product remrn policy, permit the Distributor to retum the new and unused Products purchased by the Distributor from Mateo, and the amount of the Products returned will be credited to the Distributor's open purchase account, subject to any fees or changes in accordance with Mateo's then-current Product retum policy.

11.7 Warranty Return^. During the thirty day period following termination of this Agreement, Mateo will accept Products remmed to it by the Distributor for warranty claim processing in accordance with Mateo's then existing warranty policy.

11.8 Non-Solicitation of Customers: Covenant Against Competition. Distributor and Spouse, if applicable, individually covenant that each of Distributor, Spouse, Distributor's employees, and the immediate family members of Distributor and Spouse, except as otherwise approved in writing by Mateo:

11.8.1 shall not, during the term of this Agreement, either directly or indirectly, for itself, or through, on behalf of, or in conjunction with any person, persons, partnership, limited liability company, or corporation, own, maintain, operate, engage in, or have any interest in any business which is the same as or similar to a Mateo mobile tool distributorship business, including without limitation, a business that manufactures, sells, and or distributes any products that are the same as or similar to the Products (referred to herein as a "Competitive Business");

11.8.2 shall not, during the term of this Agreement, either directly or indirectly, for itself, or through, on behalf of, or in conjunction with any person, persons, partnership, limited liability company, or corporation, sell or attempt to sell to any customers or Potential Customers of the Distributorship any products that are the same or similar to the Products;

11.8.3 shall not for a continuous unintermpted period of one (1) year from the date of: (A) a transfer permitted under Section 10, above; (B) expiration or termination of this Agreement (regardless of the cause for termination); or (C) a final order of a duly authorized arbitrator, panel of arbitrators, or court of competent jurisdiction (after all appeals have been taken) with respect to any of the foregoing or with respect to the enforcement of this Section 11.8, either directly or indirectly, for itself, or through, on behalf of, or in conjunction with any persons, partnership, limited liability company, or corporation, sell or attempt to sell any Products or any products the same as or similar to the Products to (i) any existing Customer who purchased one or more Products from Distributor during the 12-month period immediately preceding the dates referred to in subclauses (A), (B), or (C) of this Section 11.8.3, or (ii) any Potential Customer, located on, or identified in, the List of Calls and Potential Customer List, as such lists existed, or may have been amended as provided for in this Agreement and in accordance with Mateo's policies, if Distributor had visited or made one or more sales calls to such Potential Customer, List of Calls, or person

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or business identified on the Potential Customer List during the 12-month period immediately preceding the date referred to in subclauses (A), (B), or (C) of this Section 11.8.3.

11.9 Action in Lieu of Termination. In the event Distributor is in defauh under this Agreement for failure to compiv with anv of the terms or conditions of this Agreement, and/or for failure to comolv with Mateo's policies, procedures or standards, including, without limitation, the 80% of the National Distributor Purchase Average requirement or the purchase average to sales average ratio, as described in Section 3.3. and Mateo has the right to terminate this Agreement as provided for in this .Article 11. then Mateo may, at its sole discretion and in lieu of termination, take anv one or more of the following actions fas applied to the Distributorl: modify payment or shipping terms: impose new or different or increased interest charges or fees; limit or restrict Distributor's access to special or additional services or products from Mateo; modify product return and warranty be_nefits;_and./or take such other action as Matcp. in its sole discretion, deems appropriate. Mateo may discontinue these adjustments at any time. In addition, if Distributor continues to be in default, and/or subsequently is in default under this Agreement. Mateo may pursue any remedy availabittjjnder this. .Agreement, as permitted by law, including tejiiiinajion of the Agreement, as provided for in this .Article 11.

ARTICLE 12 DISPUTE RESOLUTION

12.1 Arbitration. Except as expressly provided in Section 12.5 of this Agreement, all breaches, claims, disputes and controversies (collectively referred to as "breaches" or "breach") between the Distributor, including its Spouse, shareholders, partners or guarantors, and Mateo, including its employees, agents, officers or directors and its parent, subsidiary or affiliated companies, arising from or related to this Agreement, the offer or sale of the franchise and distribution rights contained in this Agreement, the relationship of Mateo and Distributor, or Distributor's operation of the Distributorship, including any allegations of fraud, misrepresentation, and violation of any federal, state or local law or regulation, will be determined exclusively by binding arbitration in accordance with the Rules and Regulations of the American Arbitration Association ("Arbitration").

12.2 Notice of Dispute: Cure Period. The party alleging the breach must provide the other party with written notice setting forth the facts of the breach in detail, and neither party will have the right to commence any Arbitration hearing until such written notice is given. The party alleged to have breached this Agreement will have thirty days from receipt of the written notice to correct the alleged breach. If the alleged breach is not corrected within the thirty day period, then either party will have the right to request Arbitration as provided herein to determine their rights under this Agreement.

12.3 Limitation of Actions: Waiver of Claims. ANY AND ALL CLAIMS AND ACTIONS, BROUGHT BY ANY PERSON OR PARTY, ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE RELATIONSHIP OF MATCO AND DISTRIBUTOR, THE OFFER OR SALE OF THE FRANCHISE AND DISTRIBUTION RIGHTS CONTAINED IN THIS AGREEMENT, OR DISTRIBUTOR'S OPERATION OF THE DISTRIBUTORSHIP, INCLUDING ANY ARBITRATION PROCEEDING, OR ANY CLAIM IN ARBITRATION (INCLUDING ANY DEFENSES AND ANY CLAIMS OF SET-OFF OR RECOUPMENT), MUST BE BROUGHT OR ASSERTED BEFORE THE EXPIRATION OF THE EARLIER OF (A) THE TIME PERIOD FOR BRINGING AN ACTION UNDER ANY APPLICABLE STATE OR FEDERAL STATUTE OF LIMITATIONS; (B) ONE (1) YEAR AFTER THE DATE UPON WHICH A PARTY DISCOVERED, OR SHOULD HAVE DISCOVERED, THE FACTS GIVING RISE TO AN ALLEGED CLAIM; OR (C) EIGHTEEN (18) MONTHS AFTER THE FIRST ACT OR OMISSION GIVING RISE TO AN ALLEGED CLAIM; OR IT IS EXPRESSLY ACKNOWLEDGED AND AGREED BY ALL PARTIES THAT SUCH CLAIMS OR ACTIONS SHALL BE IRREVOCABLY

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BARRED. CLAIMS OF THE PARTIES FOR INDEMNIFICATION SHALL BE SUBJECT ONLY TO THE APPLICABLE STATE OR FEDERAL STATUTE OF LIMITATIONS.

12.4 Powers of Arbitrator. The authority of the arbitrator will be limited to making a finding, judgment, decision and award relating to the interpretation of or adherence to the written provisions of this Agreement. The Federal Rules of Evidence (the "Rules") will apply to all Arbitration hearings and the introduction of all evidence, testimony, records, affidavits, documents and memoranda in any Arbitration hearing must comply in all respects with the Rules and the legal precedents interpreting the Rules. Both parties will have the absolute right to cross-examine any person who testifies against them or in favor of the other party. The arbitrator has the right to award, or include in his or her award, any relief which he or she deems proper in the circumstances, including, without limitation, money damages (with interest on unpaid amounts from the date due), specific performance, injunctive relief, and attorneys' fees and costs, provided that the arbitrator may not declare any Mark generic or otherwise invalid and, except as Section 12.7 below otherwise provides, Mateo and Distributor (and Distributor's owners, if Distributor is not a sole proprietorship) waive any right to or claim for any exemplary or punitive damages. The arbitrator will have no authority to add to, delete or modify the terms and provisions of this Agreement. All findings, judgments, decisions and awards of the arbitrator will be limited to the dispute or controversy set forth in the written demand for Arbitration, and the arbitrator will have no authority to decide any other issues. The arbitrator will not have the right or authority to award punitive damages to Mateo or the Distributor or their officers. Directors, shareholders, partners or personal guarantors (as applicable). Al l findings, judgments, decisions and awards by the arbitrator will be in writing, will be made within ninety days after the Arbitration hearing has been completed, and will be final and binding on Mateo, the Distributor and the Distributor's officers, Directors, shareholders and personal guarantors. Notwithstanding Section 12.9, the written decision of the arbitrator will be deemed to be an order, judgment and decree and may be entered as such in any Court of competent jurisdiction by either party in any jurisdiction.

12.5 Disputes not Subject to Arbitration. The following disputes and controversies between the Distributor and Mateo will not be subject to Arbitration: any dispute or controversy involving the Marks or which arises under or as a result of Article 7 of this Agreement, any dispute or controversy involving immediate termination of this Agreement by Mateo pursuant to Section 11.4 this Agreement, and any dispute or controversy involving enforcement of the covenants not to compete contained in this Agreement.

12.6 No Collateral Estoppel or Class Aetions. All Arbitration findings and awards expressly made by the arbitrator will be final and binding on Mateo, the Distributor and the Distributor's Spouse, officers, Directors, shareholders, and personal guarantors. The arbitrator's findings and awards may not be used to collaterally estop Mateo, the Distributor or any other party from raising any like or similar issue, claim or defense in any other or subsequent Arbitration, litigation, court hearing or other proceeding involving third parties or other Distributors. No party except Mateo, the Distributor and their officers, Directors, shareholders. Spouse, and personal guarantors (as applicable) will have the right to join in or become a party to any Arbitration proceeding arising under this Agreement, and therefore, the arbitrator will not be authorized to permit class actions (as defined in the Federal Rules of Civil Procedure) or to permit any person or entity that is not a party to this Agreement to be involved in or to participate in any Arbitration hearings conducted pursuant to this Agreement.

12.7 Limitation of Damages. EACH OF THE PARTIES HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO OR CLAIM FOR PUNITIVE, EXEMPLARY, INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF FUTURE PROFITS, ARISING OUT OF ANY CAUSE WHATSOEVER, WHETHER BASED ON CONTRACT, TORT OR STRICT LIABILITY, AND AGREES THAT IN THE EVENT OF A DISPUTE, THE RECOVERY OF EITHER PARTY WILL BE LIMITED TO THE RECOVERY OF ANY ACTUAL DAMAGES SUSTAINED BY IT.

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12.8 Waiver of Jury Trials. EXCEPT WHERE SPECIFICALLY PROHIBITED BY STATE LAW, IF ANY DISPUTE IS NOT SUBJECT TO ARBITRATION UNDER THIS AGREEMENT, THEN EACH OF THE PARTIES AGREES THAT THE TRIAL OF ANY LEGAL ACTION ARISING UNDER THIS AGREEMENT OR THE RELATIONSHIP OF THE PARTIES WILL BE HEARD AND DETERMINED BY A JUDGE WHO WILL SIT WITHOUT A JURY. THE PARTIES ACKNOWLEDGE THAT THEY HAVE OBTAINED INDEPENDENT LEGAL ADVICE AS TO THE EFFECT OF THIS JURY WAIVER PROVISION, AND FURTHER ACKNOWLEDGE THAT THEY H A \ ^ READ AND UNDERSTAND THE EFFECT OF THIS JURY WAIVER PROVISION. EITHER PARTY MAY FILE AN ORIGINAL OR COPY OF THIS AGREEMENT WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT BY THE PARTIES TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.

12.9 Venue and Jurisdiction. All Arbitration hearings must and will take place exclusively in Summit or Cuyahoga County, Ohio. Al l court hearings, mediation hearings or other hearings initiated by either party against the other party must and will be venued exclusively in Summit or Cuyahoga County, Ohio. Mateo and the Distributor, and where applicable their officers, directors and personal guarantors, do hereby agree and submit to personal jurisdiction in Summit or Cuyahoga County, Ohio in connection with any Arbitration hearings, court hearings or other hearings, including any lawsuit challenging the arbitration provisions of this Agreement or the decision of the arbitrator, and do hereby waive any rights to contest venue and jurisdiction in Summit or Cuyahoga County, Ohio and any claims that venue and jurisdiction are invalid. In the event the law of the jurisdictions in which Distributor operates the Distributorship require that arbitration proceedings be conducted in that state, the Arbitration hearings under this Agreement shall be conducted in the state in which the principal office of the Distributorship is located, and in the city closest to the Distributorship in which the American Arbitration Association has an office. Notwithstanding this Article, any actions brought by either party to enforce the decision of the arbitrator may be venued in any court of competent jurisdiction.

12.10 Injunctive Relief. Nothing herein contained shall bar Mateo's or Distributor's right to obtain injunctive relief against threatened conduct that will cause it loss or damages, under the usual equity mles, including the applicable mles for obtaining restraining orders and preliminary injunctions.

12.11 Severability. It is the desire and intent of the parties to this Agreement that the provisions of this Article be enforced to the fullest extent permissible under the laws and public policy applied in each jurisdiction in which enforcement is sought. Accordingly, if any part of this Article is adjudicated to be invalid or unenforceable, then this Article will be deemed amended to delete that portion thus adjudicated to be invalid or unenforceable, such deletion to apply only with respect to the operation of this Article in the particular jurisdiction in which the adjudication is made. Further, to the extent any provision of this Article is deemed unenforceable by virtue of its scope, the parties to this Agreement agree that the same will, nevertheless be enforceable to the fullest extent permissible under the laws and public policies applied in such jurisdiction where enforcement is sought, and the scope in such a case will be determined by Arbitration as provided herein.

ARTICLE 13 MISCELLANEOUS

13.1 Waiver. The failure of Mateo to enforce at any time any provision of this Agreement will in no way affect the validity or act as a waiver of this Agreement, or any part, or the right of Mateo thereafter to enforce it. The Distributor acknowledges that Mateo operates a large and diverse distributorship network and that Mateo is not obligated to enforce each distributorship agreement in a uniform manner with respect to the other distributors.

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13.2 Notices. Any notice required under this Agreement will be deemed to have been duly given if it is addressed to the party entitled to receive it at the address set forth on the cover page of this Agreement and it is personally ser\'ed on the party, is sent by pre-paid United States certified mail, return receipt requested, or is sent by a recognized overnight carrier (Federal Express, UPS, Purolator) that requires a signature acknowledging deliver\'.

13.3 Governing Law. This Agreement will be govemed by and constmed in accordance with the laws of the State of Ohio, and the substantive law of Ohio will govern the rights and obligations of and the relationship between the parties.

13.4 Severability. If any term or provision of this Agreement is determined to be void, invalid, or unenforceable, such provision will automatically be voided and will not be part of this Agreement, but the enforceability or validity of the remainder of this Agreement will not be affected thereby.

13.5 Entire Agreement. This Agreement, including all exhibits and addenda, supersedes all prior verbal and written agreements between the parties. Subject to our right to modify the Manual and the Business System standards, no change, amendment or modification to this Agreement will be effective unless made in writing and signed by both the Distributor and an officer of Mateo. Nothing in the Agreement or in any related agreement is intended to disclaim the representations Mateo made in the Franchise Disclosure Document.

13.6 Definitions. For purposes of this Agreement, the following words will have the following definitions:

(A) "Abandon" will mean the conduct of the Distributor, including acts of omission as well as commission, indicating the willingness, desire or intent of the Distributor to discontinue operating the Distributorship in accordance with the Business System and the standards and requirements set forth in the Manual and this Agreement.

(B) "Customer" will mean, at any time during the Term of this Agreement, or upon termination, a person or business that has purchased Products from the Distributor within the immediately preceding twelve-month period.

(C) "Mateo Tmek" will mean the tmek used by the Distributor solely in connection with the operation of his Distributorship. The Mateo Tmek will at all times during the Term of this Agreement comply with all of Mateo's standards and requirements as to color, size, engine size, storage capacity, graphics, on-board technology and design.

(D) "New Distributor Starter Inventory" will mean the initial inventory of Mateo Products required to be purchased by the Distributor.

(E) "Operator" will mean the individual engaged or employed by the Distributor for purposes of operating the Distributorship under the terms of any program authorized by Mateo to permit the hiring, by a Distributor, of another person to operate an additional tmek for the Distributorship.

(F) "Potential Customer" will mean an individual who works at a business identified on the Potential Customer List to whom the Distributor intends to offer Products.

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ARTICLE 14 REPRESENTATIONS BY THE DISTRIBUTOR

14.1 Receipt of Completed Agreement and Disclosure Documents. The Distributor acknowledges that he received Mateo's Franchise Disclosure Document at least 14 calendar days prior to the date this Agreement was signed by him, and that he signed the acknowledgement of receipt attached to the Franchise Disclosure Document.

14.2 Investigation by Distributor. The Distributor acknowledges that he: has read this Agreement in its entirety; has had full and adequate opportunity to discuss the terms and conditions of this Agreement with legal counsel or other advisors of the Distributor's own choosing; has had ample opportunity to investigate the Mateo Business System; has had ample opportunity to consult with current Mateo distributors; and has had all questions relating to the Distributorship, including those of any advisor, answered to the Distributor's satisfaction.

14.3 Truth and Accuracy of Representations. The Distributor and its Spouse represent and warrant to Mateo that (a) all statements, documents, materials, and information, including the application, submitted by the Distributor or its Spouse to Mateo are tme, correct, and complete in all material respects; and (b) neither the Distributor nor its Spouse, nor any of its or their funding sources, is or has ever been a terrorist or suspected terrorist, or a person or entity described in Section 1 of U.S. Executive Order 13244, issued September 23, 2001, as such persons and entities are further described at the Intemet website www.ustreas.gov/offices/enforcement/ofac. The Distributor agrees to promptly advise Mateo of any material change in the information or statements submitted to Mateo. The Distributor acknowledges and understands that Mateo has entered into this Agreement in reliance on the statements and information submitted to Mateo by the Distributor and its Spouse, and that any material breach or inaccuracy is grounds for Mateo's termination of this Agreement.

14.4 No Representations. Except as may be disclosed in Mateo's Franchise Disclosure Document, the Distributor has not received from either Mateo, or anyone acting on behalf of Mateo, any representation of the Distributor's potential sales, income, profit, or loss which may be derived from the Distributorship. The Distributor understands that Mateo will not be bound by any unauthorized representations, including those made by other Mateo distributors or by lending institutions based on information given to them to assist in their evaluation of Mateo's business oppormnity.

14.5 No Warrantv of Success. The Distributor understands that Mateo makes no express or implied warranties or representations that the Distributor will achieve any degree of financial or business success in the operation of the Distributorship. While Mateo will provide the Distributor with training, advice, consultation, and a list of potential customers, success in the operation of the Distributorship depends ultimately on the Distributor's efforts and abilities and on other factors beyond Mateo's control, including, but not limited to, economic conditions and competition.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed on the date set forth above. The Distributor further acknowledges that this Agreement will become effective and binding only upon acceptance and execution by Mateo in the State of Ohio.

DISTRIBUTOR: NMTC, INC. d/b/a MATCO TOOLS

Bv: By: Name: Name: Title: Title: Date: Date:

DISTRIBUTOR'S SPOUSE:

B y : _ Name: Title: _ Date:

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APPENDIX D EXHIBIT A

MATCO TOOLS LIST OF CALLS AND POTENTIAL CUSTOMER LIST

(See attached form)

Mateo 3tj-H*2iIll Distributorship .Agreement 3/29r*4UJX P>L 23-75 3PK35S80.6

APPENDIX D EXHIBIT B

[RESERVED]

Mateo 34442U.11 Distributorship Agreement 3/J4':^i;jllll. H : 7..775.;PK 35880 6

NMTC, Inc. d/b/a Mateo Tools

INSTALLMENT PROMISSORY NOTE APPENDDC D

EXHIBrr C

Miami, FL (Debtor's City and State)

72,000.00 , 2009 (Principal Amount)

FOR VALUE RECEIVED, the undersigned promises to pay without defalcation or set off to the order of NMTC, Inc. d/b/a

MATCO TOOLS, a Delaware Corporation ("MATCO"), located at 4403 Allen Road, Stow, Ohio 44224, in lawful money of

the United States of America, the amount of Seventy-Two Thousand and 00/100 Dollars ($ 72,000.00 ),

together with interest thereon at an annual rate of Eight Point Twenty-Five Percent ( 8.25 %) on the

successive unpaid balances of said principal amount in Five Hundred Twenty ( 520 ) successive weekly

installments of Two Hundred Three and 76/100 Dollars ($ 203.76 ), commencing on

. On , , the entire remaining principal balance, plus any accrued and unpaid

interest will be due and payable.

Interest at the rate specified herein shall continue to accme and shall be payable to the holder hereof on any overdue and unpaid balances of the principal amount or installments thereof until such overdue amounts are paid in full, whether at or after the maturity hereof The undersigned shall have the right to prepay the entire principal amount plus interest then accrued thereon at any time without notice or penalty.

The undersigned shall be in default under this Note upon the happening of anv of the following events or conditions:

(a) Any installment of principal or interest on this Note is not paid when due or upon demand as aforesaid: (b) The failure of the undersigned to pay its debts as they mature, or the occurrence of any event which results in die

acceleration of the maturity of the indebtedness of the undersigned to others under any indenture, agreement, or undertaking;

(c) The cancellation of or default by the undersigned under that certain Distributorship Agreement, between Mateo and the imdersigned or anv other agreement, note, lease, or contract bet\\'een the undersigned and Mateo or any subsidiary or affiliate of Mateo, or the failure of the undersigned to perfomi anv other obligation of the undersigned to subsidiary or affiliate of Mateo;

(d) The dissolution, termination of existence, insolvency, business failure appoinUnent of a receiver of any part of the property of, assignment for the benefit of creditors by, or the commencement of any proceedings under any bankruptcy or insolvency laws by or against, the undersigned or any guarantor of surety for the undersigned.

(e) The failure of the undersigned to have this note fully collateralized at all times.

Upon default hereunder, the entire principal amount unpaid hereon, with interest then accmed, shall, at the option of any holder hereof, at once become due and payable without demand, or notice, demand and notice being hereby expressly waived, and .such amounts of principal thereby declared to be due and payable shall thereafter continue to bear interest at the rate specified herein until all such amounts of principal plus interest accrued hereunder shall have been paid in full. Payments made hereon shall first be applied to payment of interest then accrued and then to die principal amount which remains unpaid.

The makers, endorsers and all guarantors of this Note jointly and severally waive demand, protest, presentment, notice of protest and non-payment or dishonor, and also waive any and all defenses on the grounds of any extensions or partial payments which may be granted or accepted by the holder before or after maturity of this Note or any installment hereof Any rights or remedies conferred herein or by law upon any holder shall be cumulative and not exclusive and may be exercised at the option of the holder, either concurrently or consecutively.

Should legal action or an attorney at law be utilized to collect any amount due hereimder, the undersigned promises to pay all costs of collection. Including reasonable attorney's fees, incurred by Mateo, any agent of Mateo or affiliates thereof, or any other holder.

The undersigned, if more than one, shall be jointly and severally liable hereon. This note is govemed by Ohio law.

WITNESS:

Debtor:

Debtor:

Debtor's Address:

(Street)

(City) (State) (Zip)

IN CONSIDERATION OF ONE DOLLAR, receipt of which is acknowledged, and of the credit given or discount, loan or extension of time made by or upon the within note, the undersigned (if more than one jointly and severally) hereby unconditionally guarantee to the holder the payment thereof whenever due, in whole or in part, agree that no release of security therefor shall impair or be a defense to this guaranty and hereby consent that from time to time, without notice to the undersigned, payment of said note be extended in whole or part. The signature or signatures of the undersigned hereto is or are intended as an endorsement of the within instrument as will as the execution of the foregoing guaranty by each of the imdersigned, who hereby respectively waive presentment, demand or payment, protest, and notice of non-payment and of protest.

PORJM FRANIXX:-IPN-Revised I2/06

SECURITY AGREEMENT APPENDIX D EXHIBIT D

SECURITY AGREEMENT becween NMTC, INC. d/b/a MATCO TOOLS a Delaware Corporation, with an Office at 4403 Allen Road,

Stow, Ohio 44224, ("Secured Party") and 0 of 0

City of 0 County of 0 State of 0 ("Debtor").

1. CREATION OF SECURITY INTEREST. In consideration of Secured Party extending credit and/or financing feciliries to Debtor, Debtor hereby grants to Secured Party a security interest in the Collateral described in Section 2 to secure all Debtor's present and future debts, obligarions and liabilities of whatever nature accruing under the Mateo Tools Distributorship Agreement signed by the parties on

, , if any, any note or notes of Del)tor, direct or indirect, absolute or contingent, due or

to become due, whether now existing or hereafter arising, together with applicable i n t « ^ thereon ("Obligations"), to Secured Party. This

Agreement shall not be rendered void by the fact that as of any particular date there are no outstanding secured obligations, and no commitmait

by Secured Party to tnake advances. If at such time additional future advances are contonpiated by the parties hereto, or any of them, this

Agreemait shall, if otherwise valid, continue in force and effect, insofar as concerns, and stand as security for, any indebtedness, liabilities and

obligations of Debtor to Secured Party, incurred as arising prior to the filing of record of a termination st^ement with respect haeto, as

required by law. Debtor h a ^ y instructs the Secured Party not to file a termination statement until requested to do so by Ddjtor in writing.

2. COLLATERAL. The collateral subject to this Security Agreemait ("the Collatetar) is Debtor's inventory of all tools, and equipment, including attachments, accessories, and replacement parts therefore, now owned or hereafter acquired by Debtor, ail products d»ived thare from, and all cash and non-cash proceeds, notes, instruments, chattel paper, contract rights, general intangibles and accounts receivable together with all proceeds arising there from, whether as a result of the sale exchange, collection or other disposition of any of the Collateral, or otherwise. The ColIatCTal is more specifically described in Debtor's purchase orda^, invoices, periodic inventories, and books and records of account, as and when executed, u^ich are by refa^ce made a part hereof.

3. DEBTOR'S WARRANTIES AND COVENANTS. Debtor covenants and wan^ts: (a) Ownership-excqjt for the security interest hereby granted, D^tor has, or in acquisition will have, full fee simple title to the Collatwal, free of any adverse encumbrances, liens, or security interests, and that Dditor will defaid the Collateral against all claims and dcsnands of all persons at any time claiming the same or any inttfest therein. (b) Location of Collateral-the Collateral will be kept at the address(es) of Debtor shown herein. (c) Change of Addresses-Debtor shall immediately advise Secured Party in writing of any change or discontinuance in any of such address{e$), (d) No Other Financing Statement-which no other Financing Statement covering any of the Collateral is on file in any public office, with the exception of the following lien by none but Mateo .

(e) Maintenance of Collatwal-ftat Debtor shall maintain the Collateral in good condition and repair and not pomit its value to be impaired;

keep it firee from all Hens, aicumbrances, and security interests (other than Secured Party's security interests); defend it against all claims

and legal proceedings by persons other than Secured Party; pay and discharge when due all taxes, license fees, levies, and otha" charges

upon it; not sell, lease, or otherwise dispose of it or pmnit it to become an accession to OIIICT goods except in the ordinary course of

business, or as specifically authorized in writing by Secured Party; not pennit it to be, used in violation of any applicable law, regulation, or

policy of insurance. Loss of or damage to the collateral shall not release Debtor from any of die OBLIGATIONS. (f) Insurance of Collateral-that Ddjtor will have and maintain insuiance at all times with respect to all Collateral against risks of fire(included extended coverage), theft and other casualty, with reputable insurance companies; sudi insurance to be payable to Secured Party and Debtor as their interests may appear. (g) Proceeds of Notes-in the event diat any of the Collateral is being or shall be acquired with the proceeds disbursed by Secured Party of a note or notes, Debtor shall use such proceeds solely for acquisition of CollatCTal and shall not mingle such proceeds with Debtors otho-assets nor divert such proceeds for any other purpose whalevo-.

4. FINANCING STATEMENT. At the request of the Secured Party, Debtor will join in executing, or will execute, all necessary financing statements and any other documaits deemed necessary by Secured Party and pay the cost of filing such statements or other documents.

5. PERSONS BOUND. This Agreement benefits Secured Party, its successors and assigns, and binds the Debtor(s) and their respective heirs, personal rqjresentarives, successors, and assigns. j

6. PAYMENT. Paymait for all OBLIGATIONS shall be made in accordance with the terms of the Agreement imder which t h ^ accrued. Interest on all OBLIGATIONS shall accrue from the date the OBLIGATION was incurred until payment in full by Debtor at the rate published by Secured Party from time to time.

7. POSSESSION OF COLLATERAL. Until default Debtor may have possession of the Collateral and use or sell it in the ordinary course of Dolor's business, in any lawful manna* not inconsistent with this Agreement.

8. INSPECTION OF COLLATERAL. Secured Party is authorized to examine and inspect the Collateral whereva- located at any reasonable time or times, and Debtor shall assist Secured Party in making such inspection, which may include a physical invottoiy.

9. REQUIRED REPORTS. Debtor will provide necessary business reports as requested by Secured Party field and/or Corporate Management

10. MAINTENANCE OF SECURITY INTEREST. Debtor shall pay all expenses and, upon request, take any action reasonably deemed advisable by Secured Party to preserve the Collateral or to establish, determine priority of, perfect, continue perfected, terminate, or enforce Secured Party's interest in it or rights under this Agreement

11. AUTHORITY OF SECURED PARTY TO PERFORM FOR DEBTOR. If D^tor breadies or fails to perform, as when required, any provision of this Agreement or the OBLIGATIONS, Secured Party is authorized, in Debtor's name or othCTwise, to take any such action including without limitation signing Debtor's name or paying any amount so required, and the cost diall be one of the OBLIGATIONS seoired by this Agreement and shall be payable by Debtor tjpon demand with interest from the date of payment by Secured Party at Secured Party. At the rate published from time to time by Secured Party.

12. DEFAULT. Debtor shall be in default undo* this agreement upon the happaiing of any of the following evoits or conditions: (a) Default in the pa>'ment or polbrmance of any obligarion, covenant, liability and/or the OBLIGATIONS contained or referred to herein or in any note evidencing the same; (b) Any warranty, rq)resentation or statement made or furnished to Secured Party by or on bdialf of Debtor proves to have been false in any mataial respect when made or furnished; (c) Any event whidi results in the acceleration of the maturity of the indebtedness of Debtor to others undo" any indenture, a^eement or undataking; (d) Loss, theft, damage, destruction, sale except in the ordinary course of business, or encumbrance to or of any of the Collataal, or the making of any levy, seizure or attachment thereof or thereon; (e) Death, dissolution, tamination of existence, insolvency, business failure, iq)pointment of a receiver of any part of the propraty of, assignment for the benefit of treditors by, or the commaicement of any proceedings under any bankruptcy or insolvency laws by or against Debtor or any guarantor or surety for Debtor. (f) The failure of the undersigned to have this note fully collateralized at all times.

13. DEBTOR'S DEFAULT. Upon defeult hwoinder or cancellation of the Mateo Tools Distributorship Agreement between the parties, if any, or default by Dditor under said Agreement all the OBLIGATIONS shall at the option of the Secured Party and without any notice or demand, become immediately due and payable; and Secured Party shall have all rights and remedies for de&ult provided by the Uniform Commercial Code, as enacted in the State of Ohio, as well as any other ^ l icable law. With respect to such rights and ranedies:

(a) Assembling Collateral-Secured Party may require Debtor to assemble the Collateral and to make it available to Secured Party at any convenient place designed by Secured Party. (b) Notice of Disposition- Writtai notice, when required by law, sent to any address of Debtor in this Agreement at least ten calaidar days (counting the day of the saiding) before the date of a proposed disposition of the Collateral is reasonable notice. (c) Expenses and Application Proceeds-Debtor shall reimburse Secured Party for any expense incurred by Secured Party in protecting or enforcing its rights unda this Agreement, including without limitation reasonj^le atlom^s' fees and l ^ a l expenses and all expenses of taking possession, holding, preparing for di^sit ion, and d i^s ing of the Collataal. A ^ r deduction of such expenses, Secured Party may apply the proceeds of disposition to the OBLIGATIONS in such orda and amounts as it elects. (d) Waiver-Secured Party may permit Debtor to remedy any default without waiving die default so remedied, and Secured Party may waive any default wifliout wai\'ing any olha subsequent or prior default by Debtor, or the same default at a lata- date.

14. NON-LIABILITY OF SECURED PARTY. Secured Party has no duty to protect or dispose of the Collateral. Debtor releases Secured Party fixMn any liability for any act or omission relating to the OBLIGATIONS, the Collateral, of this Agreerarait; except Secured Party's willful misconduct.

15. DEALERSHIP AGREEMENT. The terms of the current Mateo Tools Distributor^ip Agreement betweai the parties, if any, are herdiy incorporated by refCTence and shall be part of this Security Agreement unless otherwise provided. No provisions herein shall amend the Mateo Tools Distributorship Agreement or guarantee its continuance or raiewal; and, likewise, no term therein shall be deemed to modify or amend the tarns hereof. In the case of any conflict or ambiguity between the terms of the Mateo Tools Distributorship Agreement and this Agreanoit the terms of this Agreement shall control.

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16. MISCELLANEOUS. This Security Agreement slwH be govemed by die Uniform Coirunacial Code and other applicable laws of the State of Ohio, other than the law on conflicts of law of such State. The terms of this Agreement are sevaable; in the event one or more terms hereof are finally declared by law or by any court of competent jurisdiction to be legally void, unenforceable, unconscionable or i l l ^a l , the remainder of this Agreement shall continue to be valid and shall be interpreted and enforced as if the offending term had not appeared herein. This Agreement, together with any document containing terms incorporated herein or referred to hereby, shall constitute the entire Agreement between Dditor and Secured Party as to the subject matta hereof. This Agreement shall become effective when signed by the Debtor. Secured Party may sell or assign this Agreement to any person or corporation without prior notice to w consent of Debtor, and Debtor agrees to perform under this Agreement for the benefit of such purchasa or assignee from Secured Party to the same extent as for Secured Party.

MATCO TOOLS

Signed by Debtor on , BY

(Name & Title) Debtor Richard Smearcheck

0 Director, Financial Services

Debtor

Witness

Witness

Al l additional addresses of Debtor at which Collateral will be kept are:

Street: Street:

City. City:

County: County:

State: State:

ASSIGNMENT For value recdved, the undersigned Security Party' hereby assigns this Security Agreement to hereafta called "Assignee", its successes and assigns and hereby transfers title to the property described in siud Security Agreement to said Assignee, and warrants that the facts sa forth in the Security Agreement are true, that said property is free of all liens and encumbrances of whatever nature or kind except Uie lien and encumbrance created by this Security Agreement; tiiat said Security Agreement is genuine and in all things what it purports to be and that the undesigned has title to said property and has a right to transfer title thaeto; that the property described in said Security Agreement was sold to the Debtor in a bona fide time sale transaction; tiiat all parties to the Security Agreement had edacity to contract; that none of the parties thereto is a minor; and that the undersigned has no knowledge of any feet which impairs the validity of said Security Agrconent or raiders it less valuable or valueless. If any of the warranties haein contained are untrue, ttie imdersigned wU purchase on demand this Security Agreonent for the balance remaining unpaid thaeon.

This day of , 20

By Titie

FORM FRDOC-SA-Revtsed 12^6

APPENDIX D EXHIBrr E

MATCO TOOLS DISTRIBUTOR'S PURCHASE-SECURITY AGREEMENT

CREDIT ASSIGNMENT AGREEMENT

THIS AGREEMENT, made and entered into at Stow, Ohio, this day of

by and between NMTC, Inc. d/b/a MATCO TOOLS, a Delaware Corporation (herein referred to as "Assignee"), and

of ._, (herein

referred to as "Distributor").

WITNESSETH, That

WHEREAS, Distributor is and has been ser\'ing as an independent distributor for NMTC, Inc. d/b/a MATCO TOOLS, herein referred to as MATCO TOOLS, engaging in the solicitation for sale and sale of MATCO tools and related equipment to professional mechanics; and

WHEREAS, Assignee is willing to provide financing for certain of such purchases, pro\Hded Distributor agrees to and comnlies with the terms and conditions contained in this Aereement;

NOW, THEREFORE, the parties hereto agree as follows:

1. From time to time after the date hereof. Distributor shall present to Assignee for purchase executed credit docimients and related materials, in form and substance satisfactory to Assignee, providing for the assignment to Assignee of rights to collection of amounts payable representing the time purchase balance due in connection with the sale by Distributor of tools, equipment and/or related products purchased from MATCO TOOLS. Upon receipt of such documents and materials, it shall be within the sole discretion of Assignee whether or not to purchase the same, and nothing herein shall be construed as imposing any obligation upon Assignee to make any purchases from Distributor.

2. The purchase price to be paid to the Distributor by Assignee for credit docimients accepted for assigrunent shall be determined by Assignee in its sole discretion, such price will be adjusted periodically and never be less than eighty-five percent (85%) of the net cash price (principal amount of purchase included in the credit document being accepted by Assignee not including amounts previously assigned) thereof unless otherwise specified by MATCO TOOLS. Upon acceptance of any such documents, payment shall be effected by Assignee arranging for immediate credit against Distributor's purchase accoimt with MATCO (amounts due MATCO in the ordinary course of business, exclusive of amoimts outstanding under notes or other credit documents provided under other debt agreements between Distributor and MATCO) and a confirming document will be forwarded to Distributor.

3. Distributor hereby warrants and represents to and agrees with Assignee as follows:

(a) .All credit documenis presented to .Assignee for assignment hereunder shall be full, correct, complete and genuine, and shall be fully and properly executed, shall accurately and truthfully describe the date(s) of purchase, items purchased and purchase price(s) charged and shall not have been offered previously to any other financial institution or other entity' for purchase or as collateral against advances;

(b) All credit documents presented to Assignee for assignment hereunder shall relate to and arise from the sale of MATCO TOOLS, equipment and/or related products sold and to be utilized primarily for the Commercial conduct of trade or business of the customer executing such document and in no event shall any such credit documents have arisen from or relate to any sales of products for primarily personal family or household purposes, or sales of products marketed by any entity other than MATCO;

(c) Without prior written consent of the Assignee, Distributor shall in no event nor at anylime prior to or after a sale of products, modify the terms of any instrument purchased by Assignee;

(d) Distributor shall at all times, as an independent contractor, operate in his own name and be solely answerable for the costs and expenses, consequences and damages arising out of the conduct of his business as a distributor for MATCO;

(e) Distributor shall at all times comply with the procedures from time to time established by Assignee with respect to credit limits, handling of credit docimients and other activities related to financing of sales of MATCO products as contemplated hereunder;

(0 The Distributor may elect to assist Assignee in making repossessions if and when requested to do so by Assignee provided repossession can be effected without Breach of Peace;

(g) It is muUially agreed that, upon Assignee's request to make a particular repossession and upon Distributor's election to assist in such repossession. Distributor shall purchase the repossessed merchandise from Assignee. The purchase price of the repossessed product(s) shall be determined by the Fair Market Value established pursuant to MATCO's Repossession Policy, as same may be revised from time to time, and such purchase by the Distributor shall be subject to the Policy's terms and conditions.

(h) Distributor agrees that upon termination or suspension of this Agreement to accept reassigmnent by Assignee to Distributor of any and all contracts previously purchased during the ninety' (90) day period immediately prior to termination of this Agreement. Distributor hereby agrees to accept such assignment without set-off or deduction and authorizes Assignee to debit Distributor's purchase account in an amount equal to the amounts due on the reassigned documents;

In the event that a replacement Distributor, who agrees to service the above referenced accounts, is available, then MATCO will offer to re-purchase such ser\'iced accounts at the principle value then outstanding. MATCO will make a good faith effort to locate a Distributor to service any reassigned accounts per the conditions of this paragraph with the intention to repurchase such accounts;

(i) Distributor agrees that at such time that he is no longer acting as an independent Distributor for MATCO TOOLS to assist in the orderly transfer of accounts not subject to the conditions of paragraph (i) to Assignee, and to assist in the verification of all ouistandmg balances of assigned accounts prior to settlement of all accounts with MATCO TOOLS;

(j) Distributor agrees to collect and remit to Assignee amounts payable representing the time purchase balance due in connection with the sale by Distributor of tools, equipment and/or related products purchased from MATCO TOOLS and financed pursuant to this Agreement; and

(k) Distributor agrees to service all MATCO TOOLS P.S.A. Accounts existing within his Exclusive List Of Calls and Potential Customer List whether the original contract was written by Distributor or not.

4. Upon acceptance of the credit documents hereunder. Assignee hereby releases Distributor from all liability- for said credit documents except as provided in Paragraph 3; subject, however, to the following terms and conditions:

(a) Upon failure by Distributor to remit payments or other funds collected on behalf of Assignee, pursuant to Paragraph 3 (d) above. Distributor hereby authorizes Assignee and MATCO to debit Distributor's Purchase Account with MATCO in an amount or amounts equal to the sums collected but not remitted. In addition, MATCO may charge Distributor an administrative fee (currently set at $25 per occurrence, per contract) for delinquent, insufficient payments or inaccurate reporting as consideration for MATCO's time and efforts in collecting monies, additional correspondence with you, credit bureaus and others, and administrative time and costs to correct data. Any amounts not remitted by Distributor within 10 days of their collection shall be deemed funds not promptly remitted and subject to this provision;

2

(b) Any documents, notes, agreements or other contracts assigned by Distributor to Assignee pursuant to this Agreement which are later shown or alleged to be, in whole or in part, altered, amended, modified, forged, or not genuine, accurate, or in compliance with the terms of this Agreement in any respect, shall be immediately reassigned by Assignee to Distributor and upon such reassignment DisUibutor hereby agrees to accept such assigmnent and immediately, without set-off or deduction of any kind, agrees to pay Assignee the fiill amoimt of any principal balance then outstanding thereon plus interest, and other charges accmed thereon to the date of such reassignment. Upon failure by Distributor to pay Assignee as stated above upon any reassigimient of documents within 10 days of the date of reassignment. Distributor hereby authorizes Assignee and MATCO to debit Distributor's Purchase Account in an amount equal to the amounts due on the reassigned documents. This Paragraph (b) shall not apply in the case when Assignee has, by its own action, or with its written consent, been a party to an amendment or modification of any document, note, agreement or

other contract; and (c) Distributor shall not, without prior written consent of Assignee, release any security interest in

goods subject to documents assigned to Assignee hereunder, modify or substimte collateral specified in any such documents, consent to or accept retum of any goods or collateral subject to or covered by any of the assigned documents or effect repossession of any such goods or collateral. Any of the foregoing actions on the part of Distributor, without the written consent of Assignee, shall be deemed to be an alteration of the documents pursuant of Paragraph 4 (b) above.

5. In the event Distributor desires to include portions or all of an impaid balance owing to Distributor by a particular customer with new purchases by the customer, and assign all such amounts to Assignee pursuant to this Agreement, such a proposal will be considered, provided the total net cash price of new purchases will equal or exceed minimimi amounts as may be required under the policies of the Assignee. If Distributor desires to make such a proposal, he shall do so in writing, including therewith a completed credit application, as may be required by the Assignee, on the customer and a copy of the customer's ledger sheet showing charges, credits, total owing, and payment records, and such other information relating to the customer or transactions as Assignee may reasonably request. The decision on acceptance of the proposal shall be within the sole discretion of Assignee.

6. The liability of Distributor hereunder shall not be affected by any settlement, extension, forbearance or variation in terms which Assignee may grant in connection with any credit documents acquired hereimder or by the discharge or release of the obligations of the account debtor by operation of law or otherwise. Assignee makes no representation or warranty to Distributor concerning the validity, enforceability or sufficiency of any credit documents and/or other materials furnished to Distributor by Assignee.

7. This Agreement may be terminated at any time by Distributor or Assignee by written notice, but such termination shall not affect the respective rights and obligations of either party as to credit documents theretofore purchased by Assignee.

8. It being anticipated that Distributor and/'or other parties to credit assignment agreements with .Assignee may assign to Assignee credit documents covering sales to a particular customer which occurred on more than one occasion, it is understood and agreed that, unless otherwise agreed in writing between Assignee and Distributor or required by law, payments received from such a customer will be applied against the respective payment obligations of the customer in a manner such that all current and past due obligations under the documents bearing the earliest date will be treated as satisfied first, all current and past due obligations under the documents bearing the next-earliest date will be treated as satisfied next, and so-on, with the current and past due obligations under die documents bearing the most recent date being treated as satisfied only after current and past due obligations under documents bearing earlier dates have been satisfied.

9. This Agreement contains the entire understanding of the parties with respect to the transactions contemplated hereby and the same shall be amended or modified only by written agreement specifically referring hereto. None of the provisions hereof shall be deemed to in anway limit such rights as either pany hereto may have by statute or at law or in equity as against the other party, and any remedies provided for herein shall be in addition to and not exclusive of any other remedy available by stamte or under principles of common law of equity and such remedies may be exercised by either party- consecutively or concurrently and such exercise shall not be deemed to waive any other rights or remedies which may be available to a party.

3

10. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, successors and assigns, provided however, the same shall not be assigned by the Distributor without prior written consent of Assignee thereto.

11. This Agreement shall be govemed by and construed in accordance with the laws of the State of Ohio.

IN W^ITNESS WHEREOF, the parties hereto caused this Agreement to be executed as of the date and year fust written above.

SIGNED IN THE PRESENCE OF: NMTC, Inc. d^/a MATCO TOOLS

BY Richard Smearcheck

ITS: Director, Financial Services

DISTRIBUTOR:

(signamre)

(printed name)

(address)

FORM FRAMX>C-A.A-RciiicJ \Z W

APPENDIX D

EXHIBIT F


CREDIT ASSIGNMENT AGREEMENT

"ADDENDUM AND GUARANTY"

Distributor's Purchase Security Agreement Credit Assignment Agreement made and entered into on the

day of , by and between NMTC, Inc. d^/a MATCOTOOLS, a

Delaware Corporation (herein referred to as "Assignee") and

of , , (herein referred to as Distributor)

is amended and revised this day of ^ , as follows;

WHEREAS, Distributor is and has been serving as an independent Distributor for NMTC, Inc., d^/a/ Mateo Tools, herein referred to as MATCO TOOLS engaging in the solicitation for sale and sale of MATCO tools and related equipment to professional mechanics; and

WHEREAS, Distributor wishes to make it possible for certain of its customers, which do not meet credit standards required by Assignee, to make purchases of MATCO tools and related equipment and pay for the same on a deferred, installment basis; and

WHEREAS, Assignee is willing to provide financing for certain of such purchases, provided Distributor agrees to and complies with terms and conditions contained in this Agreement.


1. The determination of a Distributor's eligibility for Assignee to accept Purchase Security Agreements which do not meet credit standards (herein referred to as Recourse PSA) normally required by the Assignee, shall be at the sole discretion of Assignee.

2. The purchase price to be paid to the Distributor by Assignee for Recourse PSA's shall be determined by Assignee in its sole discretion, such price will be adjusted periodically and never be less than ninety-five percent (95%) of the net cash price (principal amount of purchase included in the credit document being offered to Assignee, not including amounts previously assigned) thereof, unless otherwise specified by MATCO TOOLS.

3. Distributor hereby warrants and represents and agrees with Assignee as follows:

(a) Distributor hereby authorizes Assignee to debit Distributor's Purchase Account for the principal balance due on any and all Recourse PSA's when any of the following conditions exist-termination, promotion to District Manager, collateral does not exist, account balance has been paid in full to Distributor and/or fi-audulent credit documentation.

(b) Distributor guarantees that Assignee will not sufTer any loss on the purchase by Assignee o Recourse PSA's (Distributor's customers which do not meet credit standards required by Assignee).

4. This Agreement contains amendments to Distributor's Purchase Security Agreement Credit Assignment Agreement and does not change, revise, cancel or amend any part of said Agreement with the exception of those herein stated.

IN WITNESS WHEREOF, the parties hereto caused this Agreement to be executed as of the date and year first written above.

SIGNED IN THE PRESENCE OF: NMTC, Inc. d^/a MATCO TOOLS


ITS Director, Financial Services

DISTRIBUTOR:

(signature) X

(print name) _

(address)

FORM (-•RANDOC-Cr-Revised 06

Appendix D Exhibi":: G

Mateo Tools Joe Dis::ribu":;or

DISTRIBUTOR ft 411116 3/2/2C0S 2:56:06?M

Ka:;co PSA

INV 1

Section 1 - 3uyej

Doe, Johr. 1 My Car USA MYCAR M3232CC022 PEXDIXG 1265 Any Str e e t Anywhere, OH 44224-

REPRINT

Section 2 - Goods Sold

I t err. QUY Air.cunr Ccrrirr.ent KB7525 1 51C5.0C S/N 123455

CUSTOM 2 BAY ROLLAWAY

Purchases: 5 - n" nn

Tax: 7 11 Freight/Labo r: 0. 00

To-al: 5475. 11

Sectio n 3 - PayT.ent £ chedule

No. of ! Arr.ounz T o t a l weekly Weekly of Each of Payments ayner.zs PayT.enr Pa^^ents. Ccrrrience

203 36 . 30 7 550.40 j 03/09/08

Seczion 4 - UerTis Ot Sale

A] T o t a l Cash P r i c e E; Trade Ir.

Subtoral (A-E) C) Sales Uax of 7.250% D) Cash Down ?a^rnient E) Uez Cash P r i c e F) A d m i n i s t r a t i o n Fee 3) Xe:: Due On P r i o r PSA H) P r i n c i p a l 5alar.ce I) Tine P r i c e D i f f e r e n t i a l J ) T o r a l Time Purchase Balance 7550.40

Nexn Weekly Prr.c. Due: *-* *36.30' ''*

5105. 00

~ 1 r. ~ n n 3 ± U 3 . •J J 370. J c. - on

4964 . 11 30 . 03 0. CO

/ g 9 / _ 11 255 6. 29 7550. 40

BUYER ACKMOWLEDGES RECEIPT OF THE GOODS LISTED ABOVE AND A COMPLETELY EXECUTED COPY OF THIS AGREEMENT AND VJARRANTS THAT THESE GOODS ARE PURCHASED PRIMARILY FOR USE IN THE COMMERCIAL OPERATION OF HIS TRADE OR BUSINESS AND NOT FOR PERSONAL, FA:<ILY OR HOUSEHOLD USE.

THIS AGREEMENT IS SUBJECT TO THE TERMS AND CONDITIONS ON THE MASTER AGREEMENT, WHICH IS ON FILE AT M.;iTCO TOOLS, A COPY OF WHICH HAS BEEN GIVEN TO THE BUYER AND IS INCORPOFL i.TED HEREIN A3 PART OF THIS AGREEMENT.

Buyer/End user

Date:

THIS AGREEMENT IS ACCEPTED 3Y SELLER AND HEREBY ASSIGNED UNDER THE TERI JS OF THE ASSIGNMENT ON MASTER AGREEMENT.

Dis^iributor/Secured Parry (Sel l e :

Dai:e:

Joe D i s t r i b u t o r Authorized Maeco Tools

D i s t r i b u t o r Business Phone: (300) 555-1212

Pager: (300) 555-5757

Mateo Tools

P.O. Box 99999 Met r o p o l i s , Ohio 99999

NMTC, INC. (D/B/A M.ATCO TOOLS)

4403 ALLEN ROAD, STOW, OHIO 44224 M A T C O PURCHASE MONEY SECURITY - MASTER AGREEMENT T O O L S

Name Address

Phone City, State, Zip

Buyer acknowledges receipt of a completely executed copy of this Master Agreement and warrants that all Goods are purchased primarily for use in the commercial operation of this trade and business and not for personal, family or household use. Buyer authorizes Seller/Distributor and or his assignees as interested parties as permitted by law to substantiate and investigate the information on his/her credit application and to repon and exehange credit information now and in the liiture coneeming his^er performance of this .Agreement.

This -Agreement is subject to the terms and conditions set forth herein and the terms and conditions set forth in all fumre MDBS-PSA Sales Receipts. This ,A.greement shall be executed and become effeeti\ c when both Buyer and Seller agree to the sale of the Goods described therein and such Goods have been delivered to and accepted by Buyer.

Buyer.^nd User Date

This Agreement is accepted by Seller and hereby assigned under the terms of the assignment stated below.

Distributor/Secured Party Date

The undersigned guarantees the payment, when due, to any Holder of said Contract, the entire amount owing with respect to such Contract, in the event of default in payment by the Buyer named herein. The undersigned waives notice of acceptance of this guaranty, notice of any extensions in time of payment, notice ofsalcofany of said property and all other notices to which Seller may be entitled by law and agrees to pay all guaranteed amounts upon demand without requiring any proceeding against Buyer.

[Guarantor] Date

Seller's Assignment to M.ITCO TOOLS (Hereinafter called Assignee)

FOR VALUE RECEIVED, and subject to the terms of agreement with .A.ssignee, Seller does hereby sell, assign and transfer the Security .Agreement set forth above and all Receipts (collectively, the "Contracts") and all Seller's security interest and lien in and right and title to the Collateral described therein to NMTC, Inc. (d^.W MATCO TOOLS), its successors and assigns {collectively, "Assignee"), with power to take legal proceedings in the name of Seller or .Assignee. Seller warrants that the Contracts are genuine and in all respects what they purport to be; that the down payment was made by the Buyer in cash and not its equivalent, unless otherwise noted therein, and that no part thereof was loaned directly or indirectly by Seller to Buyer, that said Collateral is free from any other security interest or other liens or encumbrances whatsoever, except as created by the Contracts, that the Buyer was of at least legal age at the time of his execution of each of the Contracts, that Seller knows of no ume or instance when Buyer was refused or rejected for credit; and that there is now owing with respect to the Contracts the respective amounts set forth therein. Upon breach of any of the foregoing warranties. Seller will, upon demand therefor, purchase the Contract for the respective amounts owing with respect thereto, plus all costs and expenses paid or incurred by .Assignee with respect thereto. Ail remedies of .Assignee shall be cumulative and not alternative.

Seller guarantees the payment, when due, to any Holder of said Contract, the entire amount owing with respect to such Contraet, in the event of default in payment by the Buyer named therein, if required and appropriate in accordance with a Credit .Assignment Agreement of Seller with Assignee, the terms of which are incorporated herein. Seller waives notice of acceptance of this guaranty, notice of any extensions in time of payment, notice of sale of any of said property and all other notices to which Seller maybe entitled by law and agrees to pay all guaranteed amounts upon demand without requiring any proceeding against Buyer. Seller warrants that the description of the Collateral listed on the Contracts/Receipts is accurate and complete.

Terms and conditions of Sale/Security Agreement

I. The Seller./Distributor (which term shall mean Seller and any assignee or Holder hereof, as the case may be) hereby sells, and the Buyer/End User (hereinafter known as Buyer) jointly and severally if more than one, hereby purchases, subject to the Terms and Conditions set forth herein and on the reverse hereof, the Tools and Equipment described on the reverse and herein called "Goods", delivery and acceptance of which are hereby acknowledged by Buyer, and subject to conditions stated herein and stated in subsequent MDBS-PS.'^ Sales Receipts (collectively, the "Receipts"), the tools and equipment described in the Receipts, also herein called '"Goods", dehvciy and acceptance of which is hereby acknowledged by Buyer.

2. Buyer agrees to pay MATCO, in accordance with the terms set forth in the applicable Receipts. Buyer agrees to pay the Time Purchase Balance, which includes a Time Price Differential {as such documented in the Receipt), which is an interest charge, in consecutive weekly installments as scheduled until the entire Time Purchase Balance has been paid in lull. Buyer may make more than one scheduled payment at a time, but no partial payments will be accepted by the Seller. Buyer may pay the entire unpaid balance at any time.

3. In the event Buyer pays the fiill amount due and stated as the Time Purchase Balance before the last scheduled payment is due. Seller shall credit Buyer's accounts with Seller or refund to Buyer in cash (if Buyer has no unpaid accounts outstanding with Seller or such early payment is not done in conjunction with another Purchase .Money Security Agreement with Seller) such portion of the Time Price Differential, if any, ID which Seller has not then become entitled, as calculated pursuant to the Rule of 7S's calculation.

4. To secure the payment of the Time Purchase Balance and of any other amounts owing hereunder (collectively. "Obligations"), Buyer hereby grants to Seller and any Holder hereof a purchase money security interest and lien in and to the Goods described on the reverse and herein or in any other Receipt, and in addition, the right to file a UCC-1 Financing Statement creating an additional lien in all tools and equipment now owned by Buyer for use in Buyer's trade or business, together with any and all similar tools and equipment hereafter acquired, except where prohibited by law, and all products and proceeds thereof (including, without limitation, any insurance proceeds) (collectively, the "Collateral").

5. Buyer agrees to (a) maintain insurance reasonably acceptable to Seller with respect to the Collateral and, upon Seller's request, provide Seller with evidence of such insurance, (b) execute financing statements, continuation statements and other documents as Seller shall deem necessary to perfect or protect its security interest in the Collateral, and in addiuon, hereby authorize Seller or its agents or assigns to execute and file, without the signature of Buyer, one or more such financing statements if permitted in the relevant jurisdiction, with Seller paying the cost of filing alt such financing statements in all public otTiccs wherever filing is deemed by Seller to be necessary or desirable, (c) maintain the Collateral fi^e and clear of any and all liens, claims and encumbrances other than those of Seller, (d) maintain the Collateral in good operating condition and repair, {e) pay all ta.\es, levies and assessments imposed or made on Buyer or any of the Collateral when the same shall become due and payable, (f) not merge into or permit the purchase or acquisition of all or a substantial part of its assets by any entity, (g) not sell, lease or remove any Collateral from Buyer's address set forth herein, (h) maintain and permit Seller to inspect Buyer's books and records at Buyer's address set forth herein, (1) permit Seller to enter Buyer's place of business at Buyer's address set forth herein to inspect the Collateral, {j) pay all Obhgations when due, {k) not become insolvent, or fail to pay its debts as they become due, or (I) not suffer a material adverse change in Buyer's business or financial condition.

6- If Buyer shall fail to comply with Section 5 hereofor otherwise fails to perform any of its obligations under this .Agreement or under any Receipts, such failure shall constitute a "Default" hereunder. Upon the occurrenceof any Default and at any time thereafter, Seller may, at its option, (a) declare all Obligations immediately due and payable without demand, presentment, notice or other action (each of which is expressly waived by Buyer), (b) ceasedeliveryof any other Goods on credit and cease any other extension of credit to Buyer, (e) exercise all of the rights and remedies of a secured party under the Uniform Commercial Code or under any other applicable law, (d) collect, receive and realize upon the Collateral or any part thereof, (e) sell, assign, dispose of and deliver the Collateral or any part thereof at a public or private sale at sueh price as Seller may deem best, (i) purchase all or any part of the Collateral so sold, to the extent permitted by law, free of any right or equity of redemption in Buyer, vhich right Buyer hereby releases, (g) charge to Buyer interest on the unpaid ponion of the Time Purchase Balance at a default rate of 22.5% Annual Percentage Rate or the maximum rate permitted by law, whichever is lower, and (h) charge a late payment fee equal to the greater of (I) Three Dollars (S3.00), or (2) five percent (5%) of the portion of the Weekly Payment Amount(s) then due. Buyer will assemble the Collateral and make it available to Seller at sueh places as Seller shall select. All costs of exercising such remedies and otherwise collecting the Obligations shall be payable by Buyer and considered a part of the Obhgations.

7. If more than one person signs this agreement, the obligation shall be joint and several. Any provision of this agreement which is in conflict with the stafjtes of the applicable jurisdiction is hereby amended to conform to the minimum requirements of such statutes. Creditor is authorized to investigate Buyer's credit, and to report Buyer's performance on this agi-cemcnt, and to verify employment and income references. Buyer agrees to notify the Seller in writing of any change of address.

8. Seller.Oismbutor is an indepeniJent contractor and is not the Agent or Employee of NMTC, hic. d/h/a MATCO TOOLS or assignee {herein identified). Assignee has sole discretion to accept assignment of this agreement. Neither M.'\TCO TOOLS, nor Assignee shall have any responsibihty to ScIIcr-TDistributor or Buyer or any other party if Assignee does not accept assignment of this Agreement.

9. This Agreement, together with imy Receipts, represents the entire integrated contract of the parties on this subject. Seller's delay, omission or election not to exercise any right, power or remedy hereunder shall not be construed as waiving or acquiescing in any breach omission or failiwe of any of Buyer's duties of performance hereunder. This Agreement and all rights, powers and remedies hereunder shall be enforceable under and interpreted in accordance with the laws of the State of Ohio (without giving effect to the conflict of laws/rules thereof). In the event that any provision of this .•\greement is held to be illegal or unenforceable, such provision shall be deemed separate, and the remaining provisions of this Agreement shall survive and remain enforceable according to their tenure and effect. This Agreement shall bind and inure to the benefit of Buyer and Seller and their respective heirs, executors, successors, representatives, trustees and assigns.

10. Seller/Distributor warrants that the Goods will be fit for the ordinary purposes for which sueh Goods arc used in the automotive manufacraring industry. If any of the Goods are found by Seller to be nonconforming, such Goods will, at Seller's option, be replaced or repaired at Seller's cost. THE PARTIES HERETO EXPRESSLY AGREE THAT BUYERS SOLE ASD EXCLUSIVE REMEDY .A.GAINST SELLER SHALL BE FOR THE REP.MR OR REPL.A.CEMENT OF NONCONFORMING GOODS AS PROVIDED HEREIN. The sole purpose of die stipulated exclusive remedy shall be to provide the Buyer with free repair and replacement of nonconforming Goods in die manner provided herein. THE FOREGOING \V.\RRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THOSE OF MERCHANTABILITY OR FITNESS FOR .4NY PURPOSE NOT EXPRESSLY SET FORTH HEREIN. THE FOREGOING \V.\RRANTY EXTENDS ONLY TO THE ORIGINAL BUYER OF THE GOODS .\ND IS NOT TRANSFER.\BLE.

IN NO EVENT SHALL SELLER BE LIABLE FOR INCIDENT.\L OR CON SEQUENT I.4L DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT INCLUDING BUT NOT LIMITED TO BREACH OF ANY OBLIGATION IMPOSED ON SELLER HEREUNDER OR IN CONNECTION HEREWITH OR THE USE, STORAGE, DISPOSAL OR HANDLING OF THE GOODS SOLD HEREUNDER. INCIDE.NTAL .AND CO.\SEQUENTI.\L D.AMAGES FOR PURPOSES HEREOF SH.ALL INCLUDE. W ITHOUT LIMITATION, LOSS OF USE, INCOME OR PROFIT, INCREASED EXPENSE OF INSPECTION, OPER.\TION OR DOW N-TIME, OR LOSSES SUSTAINED .AS THE RESULT OF INJURY (INCLUDING DEATH) TO .ANY PERSON. OR LOSS OF OR D.AM AGE TO PROPERTY (INCLUDING BUT NOT LIMITED TO PROPERTY HANDLED OR PROCESSED BY THE USE OF THE GOODS). BL'VXR SH ALL INDEMNIFY SELLER AGAINST ALL LIABILITY, COST OR EXPENSE WHICH M AY BE SUSTAINED BY SELLER ON ACCOUNT OF ANY SUCH LOSS, DAMAGE OR INJURY. BUYER ASSUMES ALL RISK AND LIABILITY FOR LOSS OR DAMAGE RESULTING FROM THE USE, HANDLING STOR.AGE OR APPLICATION OF THE GOODS DELIVERED HEREUNDER.

^^^^^

SECTION A

CREDIT APPLICATION SUBJECT TO MATO TOOLS / P.S.A CREDIT APPROVAL

ITiis application is for purpose of obtaining credit to purchase .Mateo Tools and equipment from an Authorized Mateo Distributor for use in the commercial operation of his or her trade and business. The Mateo Distributor may assign the Purchase Security Agreement forthe mechanic to Mateo Tools / P.S.A. .Application must be completed in its entirety for credit consideration

L E G A L NAME SS^ DATE OF BIRTH / /

ADDRESS STREET APT BO.X

E-MAIL

ROUTE

cm' STATE ZIP

RENT • OWN • LIVE WITH PARENTS n HOW LONG: Yrs Mos ROUTE DAY:

HO.ME PHONE: CELL:

SPOUSE N.AME Drivers License ft STATE:

FORMER ADDRESS STREET APT BOX

HOW LONG: Yrs Mos c m ' STATE ZIP

S E C T I O N B EMPLOYMENT HISTORY

CURRENT EMPLOYER PHONE:

ADDRESS STREET CIT^' STATE ZIP

SUPERVISOR HIRE DATE NET INCOME (WEEKLY)

POSITION

PREVIOUS EMPLOYER CITY/ST.ATE

PHONE SUPERVISOR

HIRE DATE NET INCOME (WEEKLY)

S E C T I O N C OUTSTANDLXG DEBTS

M O R T G A G E / L A N D L O R D PHONE

MONTHLY PAYMENT S CITY/STATE

S E C T I O N D PERSONAL R E F E R E N C E S - TWO (2) REQUIRED

1 PARENTS,

PHONE

CITY/STATE

2 F.AMILY M E M B E R (NOT LIVING W/APPLICANT),

PHONE

_RELATIONSHIP_

CITY/STATE

3. FRIEND/CO-WORKER_

PHONE

.RELATIONSHIP,

CITY/STATE

RELATIONSHIP

AMOUNT REQUESTED S ITEMS NEEDED

The information stated in this application is warranted to be true. I am authorized to make this application and statement to obtain credit from the Mateo Distributor and'or his or her assignee and agree to pay according to the terms of sale as stated on each invoice. Mateo Distributor and'or his or her assignee, as interested parties as permitted by law, are hereby audiorized to substantiate and investigate the infonnation contained on this application and to report and exchange credit information now and in the future concerning my performanci of this agreement. APPLICANTS SIGNATURE D.ATE

DISTRIBUTOR SUBMITTING DATE

MATCO APPROVAL S_

ACCOL'NT NUMBER

OFFICE / DISTRIBUTOR USE ONLY .PROMOTIONAL QUALIFICATIONS

ADDITIONAL NOTES:

REVISED O; 09

APPENDIX D EXHIBIT J


RECOURSE CREDIT ASSIGNMENT AGREEMENT

THIS AGREEMENT, made and entered into at Stow, Ohio, this day of

by and between NMTC, Inc. d/b/a MATCO TOOLS, a Delaware Corporation (herein referred to as "Assignee"), and

of (herein

referred to as "Distributor").

WITNESSETH, That I WHEREAS, Distributor is and has been serving as an independent Distributor for NMTC, Inc. d/b/a/ as Mateo Tools, herein referred to as MATCO TOOLS, engîng in the solicitation for sale and sale of MATCO tools and related equipment to professional mechanics; and

WHEREAS, Assignee is willing to provide financing for certain of such purchases, provided Distributor agrees to and con^lies with the terms and conditions contained in this Agreement;


1. From time to time after the date hereof, Distributor shall present to Assignee for purchase executed credit documents Mid related materials, in form and substance satisfactory to Assignee, providing for the assignment to Assignee of rights to collection of amounts payable representing the time purchase balance due in connection with the sale by Distributor of tools, equipment and/or related products purchased from MATCO TOOLS. Upon receipt of such documents and materials, it shall be within the sole discretion of Assignee whether or not to purchase the same, and nothii^ herein shall be constmed as inq>osing any obligation upon Assignee to make any purchases from Distributor.

2. The purchase price to be paid to the Distributor by Assignee for credit documents accepted for assignment shall be ninety-five percent (95%) of the net cash price (principal amount of purchase included in the credit docimient being accepted by Assignee not including amounts previously assigned) thereof unless otherwise specified by MATCO TOOLS. The five percent (5%) deduction shall be a refundable resCTve ^^liich shall be held by Assiîee as security for all obligations of Distributor to Assignee hereunder or now existing or arising during the continuance hereof or with respect to any credit documents purchased during the continuîce of this Agreement: such reserve shall be (i) adjusted annually by Assignee based on die balance of Distributor's outstanding credit contracts, (ii) applied by Assignee in payment of Distributor's uncollectible credit contracts as determined by Assignee and (iii) paid to the Distributor, net of all outstanding obligations owed to MATCO TOOLS, only when Distributor terminates as a MATCO TOOLS Distributor or elects to discontinue this Recourse Credit Assignment Agreement Upon acceptance of any such documents, payment

shall be effected by Assignee arranging for immediate credit against Distributor's purchase account with MATCO TOOLS (amounts due MATCO TOOLS in die ordinary course of business, exclusive of amounts outstanding under not^ or other credit documents provided under other debt agreements between Distributor and MATCO TOOLS) and a confirming document will be forwarded to Distributor.

3. Distributor hereby warrants and represents to and agrees to Assignee as follows:

(a) All credit documents presented to Assignee for assigrunent hereunder shall be full, correct, complete and genuine, and shall be fully and properly executed, shall accurately and truthfully describe the date(s) of purchase, items purchased and purchase price(s) charged and shall not have been offered previously to any other financial institution or other entity for purchase or as collateral against advances;

I

(b) All credit documents presented to Assignee for assignment hereunder shall relate to and arise from the sale of MATCO TOOLS, products, equipment and/or related products sold and to be utilized primarily for the commercial conduct of trade or business of the customer executing such documents and in no event shall any such credit documents have arisen fi"om or relate to any sales of products for primarily personal, family or household purposes, or sales of products marketed by any entity other than MATCO TOOLS;

(c) Each customer executing credit documents presented to Assignee or assignment hereunder is creditworthy and Distributor releases Assignee from any claim or liability related to or arising out of Assignee's check on or determination of the creditworthiness of the customer and^or the acceptance or rejection by Assignee of any credit documents presented hereunder;

(d) Without prior written consent of the Assignee, Distributor shall in no event nor at anytime prior to or after a sale of products, modify the terms of any instrument purchased by Assignee;

(e) Distributor agrees to collect amounts payable representing the time purchase balance due in coimection with the sale by Distributor of tools, equipment and'or related products purchased from MATCO TOOLS and financed pursuant to this Agreement, and further hereby authorizes Assignee to debit Distributor's Purchase Account with MATCO TOOLS for the amounts collected for such recoursed PSA's;

(f) Distributor shall at all times, as an independent contractor, operate in his own name and be solely answerable for the costs and expenses, consequences and damages arising out of the conduct of his business as a distributor for MATCO TOOLS;

(g) Distributor shall at all times comply with the procedures from time to time established by Assignee with respect to credit limits, handling of credit documents and other activities related to financing of sales of MATCO TOOLS products as contemplated hereunder; and

(h) The Distributor agrees that, upon Assignee's request to make a particular repossession, he will cooperate as instructed by Assignee in making such repossession provided that it can be effected without Breach of Peace, and Distributor also agrees that his Open Purchase Account will be charged in an amoimt equal to 50% of the Fair Market Value of the repossessed product(s) as established pursuant to MATCO TOOLS' Repossession Policy, as same may be revised from time to time.

4. Following acceptance of the credit documents hereunder Distributor and Assignee agree to the following terms and conditions:

(a) Upon failure by Distributor to remit payments or other funds collected on behalf of Assignee, pursuant to Paragraph 3 (d) above. Distributor hereby authorizes Assignee and MATCO TOOLS to debit Distributor's Purchase Account with MATCO TOOLS in an amount or amoimts equal to the sums collected but not remitted. In addition, MATCO TOOLS may charge Distributor an adminisu-ative fee (currently set at $25 per occurrence, per contract) for delinquent, insufficient payments or inaccurate reporting as consideration for MATCO TOOLS' time and efforts in collecting monies, additional correspondence with you, credit bureaus and others, and administrative time and costs to correct data. Any amounts not remitted by Distributor within 10 days of their collection shall be deemed funds not promptly remitted and subject to this provision.

(b) Any documents, notes, agreements, or other contracts assigned by Distributor to Assignee pursuant to this Agreement which are later shown or alleged to be, in whole or in part, altered, amended, modified, forged, or not genuine, accurate, or in compliance with the terms of this Agreement in any respect, shall be immediately reassigned by Assignee to Distributor and upon such reassignment Distributor hereby agrees to accept such assignment and immediately, without set-off or deduction of any kind, agrees to pay Assignee the full amount of any balance then outstanding thereon. Upon failure by Distributor to pay Assignee as stated above, upon any reassignment of documents within 10 days of the date of reassignment. Distributor hereby authorizes A.ssignee and MATCO TOOLS to debit Distributor's Purchase Accoimt in an amount equal to the amounts due on die reassigned documents. This Paragraph (b) shall not apply in the case when Assignee has, by its own action, or with its written consent, been a party to an amendment or modification of any document, note, agreement or other contract;

(c) DisUibutor shall not, without prior written consent of Assignee, release any security interest collateral subject to documents assigned to Assignee hereunder, modify or substitute collateral specified in any such documents, consent to or accept return of any collateral subject to or covered by any other assigned documents or effect repossession of any such collateral. Any of the foregoing actions on die part of Distributor, without the written consent of Assignee shall be deemed to be an alteration of the documents pursuant of paragraph 4 (b) above;

(d) In the event of default by customer of any instalhnent payable on die due dale there of, or in the prompt performance of any other obligation to be performed under the credit document or contract by customer, after the assignment thereof by DisUibutor to Assignee, Distributor authorizes MATCO TOOLS to charge his Purchase Account an amount equal to 50% of the outstanding balance. MATCO TOOLS and Distributor agree that any funds collected diereafter will be credited at 50% of amounts collected net of collection expenses to both DisUibutor and MATCO TOOLS;

(e) In the event Distributor terminates as a MATCO TOOLS DisUibutor, regardless of die reason for terminations, then Distributor agrees to accept as a charge to his Purchase Account an amount equal to 50% of the outstanding balances of recoursable contracts, and to remit 50% of all funds or proceeds collected thereafter widiin 10 days to MATCO TOOLS, MATCO TOOLS agrees to credit 50% of all fimds or proceeds collected, net of all collection expenses, thereafter to die Distributor or apply same to amounts due Assignee from Distributor; and

(f) Notwithstanding anything to the contrary Distributor grants to Assignee, a security interest in all such credit document(s) or contract(s) and Assignee shall have die right to continue to possess the same and collect from ±e customer(s) obligated thereon all amounts due thereon and apply the same against amounts due Assignee from DisUibutor or due MATCO TOOLS from DisUibutor.

5. In the event Distributor desires to include portions of all of an unpaid balance owing to Distributor by a particular customer with new purchases by the customer, and assign all such amounts to Assignee pursuant to this Agreement, such a proposal will be considered, provided the total net cash price of new purchases will equal or exceed minimum amounts as may be required under the policies of the Assignee. If Distributor desires to make such a proposal, he shall do so in writing, including therewith a completed credit application, as may be required by die Assignee, on die customer and a copy of the customer's sheet showing charges, credits, total owing, and payment records, and such other information relating to the customer or transactions as Assignee may reasonably request. The decision on acceptance of the proposal shall be within die sole discretion of Assignee.

6. The liability of Distributor hereunder shall not be affected by any settlement, extension, forbearance or variation in terms which Assignee may grant in coimection with any credit documents acquired hereunder or by the discharge or release of the obligations of the accoimt debtor by operation of law or otherwise. Assignee makes no representation or warranty to Distributor concerning the validity, enforceability or sufficiency of any credit documents and'or other materials furnished to Distributor by Assignee.

7. This Agreement may be terminated at any time by Distributor or Assignee by written notice, but such termination shall not affect the respective rights and obligations of either party hereunder as to credit documents theretofore purchased by Assignee, including all repurchase and reassignment obligations.

8. It being anticipated that Distributor and'or other parties to credit assignments with Assignee may assign to Assignee credit documents covering sales to a particular customer which occurred on more than one occasion, it is understood and agreed that, unless otherwise agreed in writing between Assignee and Distributor or required by law, payments received from such a customer will be applied against the respective pa>7nent obligations of the customer in a manner such Uiat all current and past due obligations under the documents bearing the earliest date will be treated as satisfied first, all current and past due obligations under the documents bearing the next-earHest date will be treated as satisfied next, and so-on, with the current and past due obligations under the documents bearing the most recent date being treated as satisfied only after current and past due obligations under documents bearing earlier dates have been satisfied.

10.

This Agreement contains the entire understanding of the parties with respect to the transactions contemplated hereby and the same shall be amended or modified only by written agreement specifically referring hereto. None of the provisions hereof shall be deemed to in any way limit such rights as eidier party hereto may have by statute or at law or in equity as against the other party, and any remedies provided for herein shall be in addition to and not exclusive of any other remedy available by statute or under principles of common law of equity and such remedies may be exercised by either party cor^ecutively or concurrently and such exercise shall not be deemed to waive any other rights or remedies which may be available to a party.

This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs, successors and assigns, provided however, the same shall not be assigned by the Distributor without prior written consent of Assignee thereto.

11, This Agreement shall be govemed by and construed in accordance with the laws of the State of Ohio. IN WITNESS WHEREOF, the parties hereto caused this Agreement to be executed as of the date and year first written above.

SIGNED IN THE PRESENCE OF: NMTC, Inc. dT5/a MATCO TOOLS


ITS: Director, Financial Services

DISTRIBUTOR:

Mateo Distributor Number

(signature)

(printed name)

KOR.M PR.^NtXK-ST-Hevised 1 06

Appendix D Exhibit K-1

Mauco Tools Joe D i s t r i b u t o r

DISTRIBUTOR # 411116 3/2/2008 3:05:41PM

New Tech PSA

INV 3

Sec t i o n 1 - Buyer

Doe, Ralph 3 My Car USA N009999999 1122 5th Way Scir.ewhere, OK 44224-

MYCAR PENDING

REPRINT

Sectio n 2 - Goods Sold

Item QTY Arr.our.i; MB6520EG 1 2095.CO

BLACK/GOLD M36520

Coixnenz S/N 123456

Purchases: 2095 Tax: 151 Freight/Labor: C

. 00

.89

.00

ToTial: 2246 .39

Section 3 - Payment Schedule

No. of I Arriount I T o t a l I Weekly I Monthly I of Each | of I Payrrients I Payments | PayrrLent I Payments I Commence I

24 I 105.501 2538.00 i 03/09/031

Sectio n 4 - Ter.ms Of Sale

(A) Tczal Cash P r i c e 2C95 00 (B) Trade In 0 00

Sub t o t a l (A-B) 2C 95 CO (C) Sales Tax of 7. 2 5 C * 151 89 (D) Cash Down Payment 210 CC (E) Net Cash P r i c e 2036 8 9 ( Acimini St r a t i o n Fee 30 OC 11- \ Net Due On P r i o r PSA 0 00 (H) P r i n c i p a l Balance 2066 89 (I) Time P r i c e D i f f e r e r - t i a l 471 11 (J) T o t a l Time Purchase Balance 2538 00

Beginning Balance: 2533.00 Payxent: 105.50

Current Balance: 2432.50

Monthly Payment: **'105 . 50*

BUYER ACKNOWLEDGES RECEIPT OF THE GOODS LISTED ABOVE AND A COMPLETELY EXECUTED COPY G7 THIS AGR^^:MENT AND WARRANTS THAT THESE GOODS ARE PURCHASED PRiyji.RILY FOR USE IN THE COMMERCIAL OPERATION OF HIS TRADE OR BUSINESS AND NOT FOR PERSONAL, FAMILY OR HOUSEHOLD USE.

THIS AGREEMENT IS SUBJECT TO THE TFRI IS AND CONDITIONS ON THE RASTER AGREEXENT, WHICH IS CN FILE AT MATCO TOOLS, A COPY OF WHICH HAS BEEN GIVEN TO THE BUYER AND IS INCORPORATED HEREIN AS PART OF THIS AGREEMENT.

Buyer/End User

Date:

THIS AGREEMENT IS ACCEPTED BY SELLER AND HEREBY ASSIGNED UNDER THE TERMS OF THE ASSIGNMENT ON MASTER AGREEMENT.

Di s t r i b u t o r / S e c u r e d Party ; S e l l e r ;

Date:

Joe D i s t r i b u t o r Authorized Mateo Tools


Pager: {300) 555-5757

Katco Tools

P.O. Box 99999 Met r o p o l i s , Chic 99993

Appendix D Exhibit K-2

Mateo Tools Joe D i s t r i b u t o r

DISTRIBUTOR # 411116 3/2/2003 2:56:06?M

D i s t r i b u t o r Gold PSA

INV 2

Section 1 - Buyer

Doe, Jim 2 My Car USA MYCAR N050099999 PENDING 1285 Any Street Anywhere, OH 44224-

REPRINT

Section 2 - Goods Sold

Item QTY Amount Coiriment MB7525 1 5105.00 S/N 123456

. CUSTOM 2 BAY ROLLAWAY

Purchases: 5105, ,00 Tax: 370, , 11 Freight/Labor; 0. , 00

T o t a l : 5475. , 11

Section 3 ~ Payment Schedule

No. of I Amount I T o t a l I Weekly Weekly | of Each I of I Payments Payments I Payment ! Payments| Commence

208 I 36.30i 7550.40 I 03/09/08

Section 4 - Terms Of Sale

(A) T o t a l Cash P r i c e 5105, ,00 (3) Trade In 0, ,00

Sub t o t a l {A-B; 5105, ,C0 (C) Sales Tax of 7 .250% 370, ,11 (D) Cash Down Payrr.ent 511, ,C0 (E) Net Cash P r i c e 4964 , , 11 (F) AdiTiinistration Fee 30, ,GC (G) Net Due On P r i o r PSA 0, , GC (H; P r i n c i p a l Balance 4994 , , 11 ( i ; Time P r i c e D i f f e r e n t i a l 2556. ,29 (J) T o t a l Time Purchase Balance 755C, , 4G

Next Weekly Fmt. Due: --*36.30*-^-

BUYER ACKNOWLEDGES RECEIPT OF THE GOODS LISTED ABOVE AND A COMPLETELY EXECUTED COPY OF THIS AGREEMENT AND WARRANTS THAT THESE GOODS ARE PuRCH.^iSED PRIMARILY FOR USE IN THE COMMERCIAL OPERATION OF HIS TRADE OR BUSINESS AND NOT FOR PERSONAL, FAMILY OR HOUSEHOLD USE.

THIS AGREEMENT IS S^JBJECr TO THE TERMS .AND CONDITIONS ON THE MASTER AGREEMENT, WHICH IS ON FILE AT M^iTCO TOOLS, A COPY OF WHICH HAS BEEN GIVEN TO THE BUYER AND IS INCORPORATED HEREIN A3 PART OF THIS AGREEMENT.

Buyer/End User

Date:

THIS AGREEMENT IS ACCEPTED BY SELLER AND HEREBY ASSIGNED UNDER THE TERMS OF THE ASSIGNMENT ON MASTER AGREEMEN'!

Di s t r i b u t o r / S e c u r e d Party ( S e l l ;

Date:

Joe D i s t r i b u t o r Authorized Mateo Tools


Pager: (300) 555-5757

Mateo Tools

P.O. Box 99999 Met r o p o l i s , Ohio 99999

_ APPENDIX D

MATCO TOOLS —^ DISTRIBUTOR LEASE AGREEMENT

I, an authorized MATCO T(X)LS Distributor, agree to act as a lessor for NMTC, Inc. dba MATCO TOOLS for certain products which are financed on Mateo's Lease Package.

It is understood that: 1. MATCO TOOLS will offer a Lease Financing Package for the express use of its Distributors. 2. MATCO TOOLS will only lease the approved list of equipment, and this list may be amended ftom

time to time. 3. The Distributor will submit all necessary documentation, including, but not limited to, Lease Appli

cations, Agreements, UCC-l's, Down Payments and/or Security Deposits. 4. MATCO TOOLS will pay the Distributor a price of not less than 90% of the value of the leased

equipment. This amoimt maybe modified at any time at the sole discretion of MATCO TOOLS. The payment will be in the form of a credit towards the Distributor's Open Purchase Account with MATCO TOOLS.

5. MATCO TOOLS will be responsible for collection of the lease payments imtil such time repossession is necessary. At this time, the Distributor will make every effort to effect repossession, as long as the Distributor does not "Breach the Peace."

6. The Distributor shall either: * Coordinate the retum of any repossessed merchandise to a location defined by MATCO

TOOLS, or • Purchase the repossessed merchandise at 75% of a pre-established fair market value. The decision is to be mutually agreed to by both the Distributor and MATCO TOOLS,

7. Any documents found or alleged not to be full, correct, complete and genuine, and not properly executed, will be immediately assigned to the selling Distributor for the amount owing at the time of assignment.

8. This Agreement will cease upon termination of the MATCO Distributorship. Furthermore, either party providing written notice of the other may cancel this Agreement at any time.

Wimess: Mateo Distributor's Signature

Name: Mateo Distributor's Number

Title: Date: X

FOR.M FRANDOC-LA-Rt>-iied i ; 06

m M A T C O T O O L S

NMTC, Inc. d/b/a MATCO TOOLS 4403 Allen Road, Stow. Ohio 44224

SHOP OWNER LEASE APPLICATION This application is forthe purpose of leasing MATCO equipment for use in acommercial business of servicing, repairing and maintaining passenger vehicles, trucks and related types of vehicles. PLEASE COMPLETE ALL REQUESTED INFORMATION.

BUSINESS INFORMATION FULL NAME OF BUSINESS Sole

• Corporation • Partnership • Proprietorship

BUSINESS STREET ADDRESS PHONE NO.

CITY / COUNTY / STATE / ZIP CODE IN BUSINESS SINCE?

FEDERAL ID. NUMBER NO. OF EMPLOYEES

BUSINESS REFERENCES LANDLORD / MORTGAGE HOLDER CITY/STATE/ZIP CODE

PROPERTY STATUS • Buy • Rent • Lease

PHONE NO. MONTHLY PMT.

BANK CITY/STATE/ZIP CODE

TYPE(S) OF ACCOUNT • Loan • Checking • Savings

PHONE NO. CONTACT

TRADE #1 PHONE NO. CONTACT



GUARANTOR / PRINCIPAL'S INFORMATION FULL NAME TITLE SOCIAL SECURITY NO.

STREET ADDRESS / CITY / STATE / ZIP CODE PHONE NO.

FULL NAME (If more than one signature) TITLE SOCIAL SECURITY NO.


EQUIPMENT DESCRIPTION COST

$

The information stated in this application is warranted to be tnje. 1 am authorized on t)ehalf of this business to make this application and statement to enter into a lease with NMTC, Inc. d1)/aMATC0T00LSandaaree to pay according to the terms as stated. MATCOTOOI3,as permitted by lawjshere^^ contained in this application and to report and exchange credit information now and in the future concerning my performance of Oiis agreement.

Guarantor's Signature Date

Oislnljutor Name Distributor Accl. No.

BLUE-MATCO Financial Senfices- WHtTE-Distributor • CANARY-Customer Mateo Form: SOLA-08/94

S0LA1

PHONE • MAIL - FAX MATCO TOOLS - Attn: CPS 4403 Allen Road, Stow, OH 44224 • Fax: (330) 929-5026

M A T C O T O O L S

NMTC, Inc. d/b/a MATCO TOOLS 4403 Allen Road, Stow, Ohio 44224

SHOP OWNER LEASE APPLICATION This application is forthe purpose of leasing MATCO equipment for use in acommercial business of servicing, repairing and maintaining passenger vehicles, trucks and related types of vehicles. PLEASE COIVIPLETE ALL REQUESTED INFORMATION.


• Corporation • Partnership • Proprietorshp



FEDERAL LD. NUMBER NO. OF EMPLOYEES


PROPERTY STATUS • Buy • Rent • Lease

PHONE NO. MONTHLY PMT.


TYPE(S) OF ACCOUNT • Loan • Checking • Savings

PHONE NO. CONTACT









$

The intomation slated in this dpplicacion is warranted to be true. 1 am authorized on behalf of this business to make this appka^n and starement to enter into a lease with NMTC, Inc. d^a MATCO TOOLS and agree to pay according to the terms as stated. MATCOTOOLS.as permitted by law, isherebyauthorizedto substantiate and inves gate the information contained in this application and lo report and exchange credit information now and in the future concerning my performance of this agreement


Distnljutor Name Distributor Acct. No.

BLUE-MATCO Financial Services- WHfTE-Oistributor • CANARY-Customer Mateo Form: SOLA-08/94

S0LA1

PHONE . MAIL • FAX MATCO TOOLS - Attn: CPS 4403 Allen Road, Stow, OH 44224 • Fax: (330) 929-5026

M A T C O T O O L S

NMTC, Inc. d/b/a MATCO TOOLS 4403 Allen Road, Stow. Ohio 44224

This application Is forthe purpose of teasing MATCO equipment for use in acommercial business of servicing, repairing and maintaining passenger vehicles, trucks and related types of vehicles. PLEASE COMPLETE ALL REQUESTED INFORMATION. .


• Corporation • Partnership • Proprietorship



FEDERAL I.D. NUMBER NO. OF EMPLOYEES


PROPERTY STATUS PHONE NO. MONTHLY PMT. • Buy • Rent • Lease


TYPE(S) OF ACCOUNT PHONE NO. CONTACT • Loan Q Checking O Savings









$

The information stated in this application is warranted to t)e true. 1 am authorized on behalf of this business to malte this application and statement to enter into a lease with NMTC, Inc. d/fa/a MATCO TOOLS and agree to pay according to the terms as stated. MATCO TOOLS, as permitted by law, is hereby au^orized to substantiate and investigate the information contained in this application and to report and exchange credit information now and in the future concerning my performance of this agreement


Distributor Name Distributor Accl. No.

BLUE-MATCO Financial Scnrices- WHfTE-Distributor • CANARY-Customer Mateo Form: SOLA-08/94 SOLA1

PHONE . MAIL. FAX MATCO TOOLS - Attn: CPS 4403 Allen Road, Stow, OH 44224 • Fax: (330) 929-5026

M A T C O T O O L S

NMTC, Inc. d/b/a/ MATCO TOOLS 4403 Allen Road, Stow. Ohio 44224

EQUIPMENT LEASE AGREEMENT

N0.673. XXXX

1) LESSEE INFORMATION 2) LEASE INFORMATION

Shop Name: A) Term (l.n Months) #

Attn, To; B) Monthly Rental (Base) S

Street Address; C) Tax Rate (Percentage) %

D) Tax Amount (BxC) $

City/County: E) Total Monthly Rental (B+D)

Slate/Zip: F) Value Of Equipment (AxE)

LESSOR INFORMATION G) Advance Payments (Ex2)

Dist. Name: H) Remaining Balance (F-G) $

Account. No.; 1) First Payment Date / J

3) EQUIPMENT DESCRIPTION

Item Number Description/Serial Number Sale Amount

$

d) n i lRRFMT PAYOFF n i fF WOTF/I FARF ^^JI! yJRFR !fi

5) TOTAL AMOUNT TO FINANCE (3 -i- 4) $

Made this, day of , 20 , by and between Lessee and NMTC, tnc. dba Mateo Tools, "Assignee", 4^03 Allen Road', Slow, Ohio 44224. The equipment subject to :his lease v.'ill be used for business or commercial use only, and vAW be located at the address above, unless Lessee and Assignee agree otheraise, and in writing. Botfi parties hereby declare and understand that no agreement, written or vetttal, exists modifying or altering this agreement, or has been made as the inducing cause for the execution of this agreement, and Lessee acknowledges :hat he has read this agreement before signing and understands the terms thereof. (See reverse) BY EXECUTION OF THIS AGREEIi/tENT LESSEE ACKNOWLEDGES RECEIPT OF ALL GOODS LISTED ABOVE.

SIGNATURES

Lessee Name (Shop) Dale Lessor (Distributor) Date

Guarantor's Name (Print) Lessor Name (Print)

Guarantor's Signature

FORM: S0CA33a

REV. C«D2

Date Assignee (Mateo Authorized) Mateo Tools

4403 Allen Road • Stow. OH 44224 800-433-7098-3 • Fax; 330-926-5322

(2) BLU£ COPIES - Mateo, nntnsiat S»nr(c*t • WHITE • Oistrlbulor t CAKARY. Ltim—

Date

TERMS AND CONDITIONS

1. T--3 A-i;i,Tier:t is £:;sc:. ,5 an ns 2a.z I'a Eqvi?.Ti£.-:l :a =1: .:- ia i3 iha Losses ?.rd ai-nil êrmine;; a1 t e e-c; ; i lê p -.zS sfrCrea o.-; I'c -Jve'sa herss: cr

A^.'5c.Tenl s :.!.n lor t j ' i c ; ana "CE S: " 5;t to any CEC^-c'Ji;'.; i-^CajSd

cl .:o, -.^^k.n2 ii-iis.

3. In;-. :3;-.c; • Tns Li iSie j.-jil be :=Sj::r.5'ols lot :jt:v;i-lrg jiSL.'siice ccvstage iro^ =::-. •niL.-s--ci3 cj-::3! ?cc€c!3tile !a :':s LeiSDt. p.T-ec'.ng LesECf agsi-iil

=:l -'abiliry of !o:5 ir.-lu^ i g ' '3 ao-a i."2r; a-id a'lica CcvSioê b^êd on [lig ;E -vj-f. vsl^s ;^ L i =;..::n\o: l a-!3 nsi'Vig !!is Lessor as r e IÊS js/ec ara

ii^.-si'.ci --^jsi ;3va: ; i2r-2c\ iof ihe diiiai.on oi i.ie A'j -^n-inj srd .'njbi ru.ivsh Le=50r v. :h prool ol ;'jch oovcage. T!ic -MniiV-i-n limns cl

me :.:^>r:i'.;e are =. c.t?. :G M-.iiv s.vj acijJSir.iC-ni i-j:.i\g ve .sir, c'

4. LESSEE 70 -COK 50LELV TO Tr.E .yA;-;ijF,-^CTL^H:^ CF T^.z LEA55D ?P.O: J'-TS '.MTH RESPECT TO A.NY CLi.lM GR U.AEILIT/ BASED O: .^NY E,XF-ESS OR !?.'PUED •,VAp.R.;j'iTY CR .A.HY R E F ? E ? £ N T . A T I 0 N V.i-CE l Y THE \ ' .= :JUF-CTL^5.ER IN CONNECTION \• .. LESSOR V--;;ES NO ; ; A R ? ; N " V . J x p ^ r c c ;.-?JED. NCR ANY R=PÊSE-.TA-r.ON CO.VCE-.NINS 1^= , E A 5 E D r?.C0jCT5: ANY vVA.-RANTv C C N C E R N -iNG "iTrJEis ?C.=1 A r i P T l C U A R Pj?.PC:= CR • 7 E 3 C ~ : A N T A 6 I U 7 Y .i.-E

:"i>>Ci.;:nFr -.E^SCfl 3ÂV. NOT I;E =.'-i?--E TO LESSEE FOR t^\- 5FEACH G ' ;VAF;=AI:'^Y CR =E=~EEE^T;iTlON V ^ : S 3Y 'HE '.• • . I ,UFACT_.".E;^.. \ C ; ^ - J ^ - I . . - E S S C - 5 E L ?0P. 'NY CAVAGGS

.TS?EZ ;;J : C ^ : N E C ; O M ^rERE^vrn cs . s A ~ E S L L " OF -TTi EE 5 FCS'iESSIGS' 0F> :,SE C? THE rPGDUCTS iM-.ETHE?. SJCH IvU-AGzS !ii.'\V CC.i-.SECLEMTI.iL, I;,-CI0PNT> .L. S?EC:AL C I.-.CCT. r,Ci-ECT OR 0":-£hY:5E.

5. Le£S;3 is s i x ' i l . i l ^ br all .riii'ic.'ance am .-L=r:a r r^rsn^ps i j •••i Eqi.:;.-ii^s"! and 15 isqi .-erf :o laintain s i i i Eci.ipnani in :!:£ sarns CGndilkin 2; '.viisn j l ! iipsc lo ii cy Ltsscr. I;; pay lo; all 3a-r.a5€; :o Eci;ip.T,eM. i.-:;! ;o i&tijrn .;jm3 35 Cj-;c.i ccnj.ion 53 .•.•."•30 Eh^Lpsd lo l py Lssscr, -o i 't slorsgs siie cl L-SSOi. ..•E. al cint cidTS^ - .s.-r and iaar s;cip:5r:, a-:l ;o pay ali :;;-g";L

r;-'. ;: o ::-Ti> y. il-.i-.v;n: by .tsc^r ia a^d nc.'uc:ro Jis LMTO 0' i!s :o 5 V3;c o: j : : |:lai.i: ui leîi.ii .ijiseo lips^'. L:==fd j!;al! r.o; ••''B<= ;r.y

l iv^j 'o i i iHiiliijnj 0' ^r';;r.:v;-:iiiils ?o L-i Ei"\iii'Vsrl vs>!liii[.: L?ssor'i pt'io: •:zr.:,i'] as ss 1 Wi T s n ^ l a c t A ^ ::C;r;;cF' s drvi i;:i;ri\B-

5 ^.ifival cl 5jcn E^-jir.siit at :.^n; or cis-iâjan a: a L-.iljia cl Lîtse !c oi'.sci •0 ifi2 c;nd.l^n t.eteol v.'iihin .;8 .'I'lu:^ ol arri-.'.il .v;l! c:".\-:-Mi izi.'\y:.:r:v(?t^-n Ilia! s.v; c j i , ;;~!;n! r-.s ;=c-n accsîa-: 2nd i o w in 5c:<l. =.ilE ani isrviceaii's

7. Ir. :r.3 sibnt ol na'.r:;; la Lessor by L=;£c& iba; EriLpi-e.-i "s -.-Bl in goc-D. s.;!a and sErv.csabte ccr;c::i!or. and fii lor -..%= jpc.n Hs ctr/al. L£S50t s.-.al; liave tne

-.0 p-jl said E'î; pT.anl iii good, sale and ESivicEscia cond ;ion and fi fa; I:E3, .•,i!r.l'> a •-~i"r.iZ3 ir:.i. sr ;T cancel 'Jie Isaae.

5. wessc: ?-:5!; not be i:;::a :c LciSi^ ior a-y l035, î%i c dsr.^ge ol any <ir.tl 0: cbaiac-e.' ic^îLng acc-Gciial ort^k;;is. ie!;cis in. or tne i.-,;ilic!£ixy cl E3ic

'3. All .-.ii -.• less 0: Ji i^^vi i i ;o :'•.= E :.. D" ; i : . a:;^7r.',5i o . : i ' . -ie, i i ial i s bv v j i i sa . Ti!5 loss, ;nju:v ;r dci.ivclio.T ol :'e E11..•.:•-•;•.=•:! sia.l .'01 i3i5ase

araLE La;:fa's 05l:ra::jiis ^s-SLrdsJ.

10. L e ; ^ ; agiaes 10 rc^ply v.iih all r-,-rcipal, sta;? arc ;£d5i3l ia.v; -jlai.rg 10 ;pi.'S-.i3n r i 5a:d Ej-::r.-ri-l a.-id :3 ,".y =11 laxes. costs, aid 3<p;'5?s ol ave.y Ec'ar KC.'iS.orsJ :r invclvi.'t; _!S oi c.sfa:lon =• 'J.^ ;q.,- pfTtr; (o

Lsssea. a^d to fay e'l 'sc,ai assessnie.T.s. or pufl:; cna-Cp s '.•.'Mcri .Tay as levied upc-i ;a 3 Eq..';pn:;.ii v.-h;Ie i.i '.ne •.•;j.seFSi0.n ol '.r.e Las;?a.

r.-' .e 3.:jac lisiiliy, Pe-scnsI propeny Tax is :o iia paid by :!-3 Lestei . HETCO r^cl : Ji'.W irvoica ina ..essaa c;i-2 psr year alier !-ia s'^^si.ni d Ux is c="p'. !^d by I.i.i'ca ^cnlj, .

r . Lessae £-=1 i'-a:~i:-:V a-d —id LeSsOr i-arn'ass lor-i ar y hatiLry cl =ny kind ansino Ci.i 0! p;ssTJ5:ari, TsLTS'.aica. 'j;a, crarsiic" aider is'li^'a ef '.rs lesssd Equ'prriant. .vnc[lief :e:e:'jv5 cr .•»:.

12. Tli3 •.-.13 '.C !na rquipmini bei?;i laased a'-:d l& al! rsplace^.i-Us ct S'jtjtiW.'C." lhara'o' ;i ar E.-al! -a.'nain, !n Lassoi'.

;5. Lasssa a;.'aas ia e),ecu:e ;i.n3-.c:r!3 siaiansnis eviaa.icmg Lsssoi's la;sa-*Kld;' Cii.-.ership ;n'G:?6t .n tlia E(5;:ipn-=r.! '.-.•iiich Ihe Lessor '.vill Lie v.illi ins 3;p.-op;.3!e

a.:lnO-:li5S.

: i . -aifea ag-eoa .i-a. Eq„fnia.-i .êivers.i ;c ;lia ;c=:r-- =o=z\':i above •..•liic-i is -cisc^ = Luriêss noJiiS:. shs'l -' c' - i iovod itâ/slrom •.v.:!ia--i !lia Lessee s p'ior \-;v\:sn corss'it. L;=;ee ;.;ti:i3r aj-aas ;o give IL==SD; iivjiisdiaie ncLca cl any I=VY suen-pled ;-'p.:n c' Ka' Lry ro fr^zjre i\ said Ecj>i;eni. £.•« :o i ije L'lV LcEic.- ac£-.st all \i:is dai'-acas ca.ssd by aiy adiCii. Laisor sMI iiavQ j;3 :;vlFgs a l 1 i ne ; c: ata- 'q By; b.i'kiirij ;r bcaLan iv.iir;- saia EqjjpriEnT is bairjj Lsed re. V' a p„.-ocEe cl inspiC'icn and lessaes :ii3 .Di viiege 0: i-s.TiCv!.ig £njip!i;en'. icr.i-.iv.ili il. in lessci's opinio.!, il is bsiiiv c,-;doadsd o :a>.sd beyona iis cap3Ci;y or in any n!a;".rE{ !};;ng abused or ncclecied.

',S. Shoi.!d LsEsee lai. lo :-a-.a any :;v ne'\i v;n3T d.;e c ral tc n.ii vai.- a r i o:^ra;a '.ne E:!.;^ v.c.v r.o:^. S3!= ?.nc serviceable cf ' i l i ; :n anc " l or L=e as C'cvmc-d l;£re::i Cf •.'iola e i .y yrcv'sôr. beieol, or lail ;o mainlain the rer;i,ir£d Mis^rsnce Mverags: or become bai~.k!..pi, ot a receivar or assigr.-e be aspcii't^d '.c; _£s£ee"3 bJE;;-.e=i. cr sncld Laasee cetaJt in any payrrain ol prircipal ot i.r.Siest :-\ or ary yne; oay.vo't ol T3i:ey c a uriet sny oti'ar cb'gallon or -acelvabe payaL' i :'-e L i ssc c any :'. :.: aânis or alMaisd cjr.Laiiiei. 6-2\' Lessor \r:si i.T.mec.iieA' i=r.'..ina'.a '.'.is le=:=, 'ake pcsiasiion ol :.-i3 said Eqj^p-'sr.t v.:ilic--l !:eL;mi.->C) liable :G.- Ireipass. recover aU lease pavmenls due, tyS damayes for ar-.y •.ri;.r/ ;o me Eq^jip-iart, nctnial - 'eai- ai-d lea; exce.Diad, ell e>.pe.-ies cl re;jr.-.lrf3 i is sar a, •-giL-j.'-Cj lessona.â alcrney s 'e=i. ^lus any ;e! cie"::=E •.vi'.i;!' ray 'cîair. cn any of -.he ?.'oranen!.:r.-";a iiMg3l:;rs.

15. In case any .3 v.-ri;;en or typeo inio liiis pr.nled Ag.'een-.ar L o'.'-.ar iba.n iLch as is reccKary I5 i l the b'ar.k? provijSJ, s'jci' nailer s!'.all ce daimei! an ac'd 'ion I3 'ina -breari^ni: aid i= $pa::li:ally .ivîsislO'Xi and agresd thai s jc : jijve.'i riai;er is ro: liUe.-de-:; to ?.':.Br :be .T-ean or nlenncn ol pvilsn c a^sss 0: the cc-:-ac;; and i.T case ot co-.i!icl a- j i'lconsisien^y osi.veen 1I-5 p-inted po ii n •••.n :.-iG .v.iilfii 0! lyp:-. ajl-i :.;.!:. Die jr.r.l-Li yy'j^r. sHall con'.roL a -d any '.vr.-:::: ;r lyp,-hl ;'!.i3a in conll-cl ll-'iif.vIlM shall be '/aid.

1? Bv:' ^h i i " . a"'j Lasiee -i;:'ee tf.a; -C n-;d. .talon o'- liVs .A^ eeTie'' E'.ai: 'je b ;-!i:r> ,pt" T -;r sir^r o.' I'lsm. •-r-aii =LCI! :V.:o;!cat;":5 sni'l bs in iv.''.r.g ar a CNIJ accc-f :id in 'v.'.ling.

15. lessor cr i l ; afiar:; nay irspeci sa^ E;iL"prv.8n; ai any ic-ascnable linê and, it in cpinisn or Ilia cpi.nicn t! Is aca.ii. •j:s iitoviio.is 01 r.is .".g.ce.re^t a.a ncl cji-ô co.rp.'ed t.lM o< ;.ba zq-Jpr5-.\ i ir- r.a- jer cacajsa ol a j- coidllicn. Lesssr ri-.Ey ;ak£ pcssassion oi and rariiova irom ifiS p-oaaessin o) Lessae .Yi::-.cj! legal crocess. ai the evp;nse ol lassae. ir.9 Equipmar.i hsrain menLctisd. Lssjee E'Sviding Lessor ;or Itial p'Jioosa unobst ucâa ingrass and ecress.

19. Tns oirisaon oy êsscr a: liiv.e ,0 enicice a-v csla'jH 01 righ: .-esar.'s: "O i l cr lo 'e^jne pe.!o:'-i5-.ce ol any o' :i".a lefnis. c.;venan:s or provisions .na.'col LsEsas at LQ ;lma ces gncled ahali .-101 be a •.•.•ar.'ar of any suon ca-ault or titjhl io .-.•Licr. Leiior s aiii iJed. tior sball it in ai-.y ivay alfaa Iba riohi of LeESOi lo enio'ca sjc*-. c'cv^sôns •reisaUc". T^3 lar-âoies ol Lsssc- are cjT.'j aiiva. ncl abe n.rJve, a-d ,1-.= S.-I7 of ju-'gr-e-; by x.n'as;:;!! .;'~.er,\-Sc and ihe -sjanic- ol execL. o^ ior ijr.paic .eaie p=v;rarils ot ojie.' sji^S to :c- paid :ia:ej''j5r :;y Lsssea 01 acy part •i".9ie;!. sliall in ao inanner ailed any ol Lessc-is JL-E.' I g.'-is l-ercLivier. Lessor rri3y e:<erc.se el! isired JS si.v.ulia-eoLSly, ruisua-.l lo l!-.a lerms rsieoL and any I'jzti ac: 01 shall net cpsrr.if ;o -'elaass Lessee, U-IJ! •.IS -uil a.r.O'j-.l 0! lease iraynaris c.a ani al clbsi SLO'S !C ~a .pa o "e.'au.'OSi "ai.'a reev oad.

23. When ii-.s ivll iefr.i ol i-^ Ar.-eeiTeiil ras bea.- corrpiaied, Lessor \:.\. il to raqLjslfcd by Lejsee ivitliin i".i.iy ioGj days e:;er EOtTipie: cn. rans'et and assg-. ic- LCSS6S. *c; ibe 5;.m of S i :0 cr ol '.r.a âluS ol £q-i?:nar.r (line 2F) ?!;is S i . X . /..•ic'evsr is less, al c' Laaaors ;;cii;;v IriareEi a.id light a.'.d :â :c T.a EaL.ioren:. II ;.-a êsjee v.isies io ,"L'cr:a:e i:- e Eqj onarl prior :o cc'vletion 0; Ts ILII laim cl tne .Ag'senent. Lasxr '.ii-l .liake si,ch :-ac.s!£r ar-d 3ssign!r.erH by ccnipuliri a sayod on tbs rennain.rg f>alaii;e cased on Lie njte ol 78'5.

APPENDIX D EXHIBIT O

MATCO TOOLS MATCO DISTRIBUTOR BUSINESS SYSTEM

SOFTWARE LICENSE, MAINTENANCE AND SUPPORT AGREEMENT

Mateo Tools ("Mateo") agrees to provide to:

Distributor Name Distributor #

Address

City, State, Zip

and the Distributor agrees for good and sufficient consideration to license from Mateo, one (1) copy of the applications software system known as the Mateo Distributor Business System ("MDBS Software") consisting of computer programs and associated documentation, subject to the terms and conditions set forth in this Agreement. Mateo and the Distributor are parties to a Distributorship Agreement dated as of , 20 (the "Distributorship Agreement")-

1. LICENSE OF SYSTEM: PERMITTED USE AND COPYING.

The Mateo Distributor Business System is the proprietar\' property of Mateo Tools. Mateo grants a nonexclusive license to the Distributor to use the MDBS Sofhvare in connection with the operation of the Distributor's Mateo Tools business. Mateo will ship the MDBS Software object (Machine language) programs (source programs not included) and documentation to the Distributor upon order of the MDBS Software by the Distributor.

The Distributor may not sublicense, assign, sell, transfer or dispose of any part of the MDBS Software to any person or entity. The Distributor warrants that the MDBS Software will be used only in connection with the operation of the Distributor's Mateo Tools business, and will not be used for any other purposes. The Distributor may make no more than three (3) copies of the MDBS Software, one for purposes of use on the computer at his home or primary place of business, one for use in his truck, and one for backup purposes.

2. CHARGES AND PAYMENT TERMS.

The current license fee for the MDBS Software and the first month's Systems Maintenance and Support provided by Mateo is S799.00. Such fee is subject to change by Mateo from time to time. The license fee for the MDBS Software will be charged to the Distributor's Mateo Tools purchase account upon shipment. The terms for pa\nTient of the license fee are the same as the existing terms for pa>'ment of other amounts payable pursuant to the Distributor's Mateo Tools purchase account.

There will be a one-time SlOO license fee for Credit Card Processing Software that interfaces with the MDBS Software. The license fee for the Credit Card Processing Software will be charged to the Distributor's Mateo Tools purchase account upon shipment. The terms for payment of the license fee are the same as the existing terms for payment of other amounts payable pursuant to the Distributor's Mateo Tools purchase account.

Additional Systems Maintenance and Support is available to the Distributor after the first month of the term of this Agreement under the terms and conditions set forth in this Agreement upon pavment of Mateo's then-current charges. The standard annual charge for Systems Maintenance and Support in effect as of the date of this Agreement is S400.00. but such charge is subject to change by Mateo from time to time and may, at Mateo's option, be substantially higher for systems not conforming to Mateo's required specifications,

Matco/Software License AgreemenL'PK 5462 5^ 1 oyimaiim.

including manufacmrer, model, configuration and operating requirements. Annual Systems Maintenance and Support charges will be added to the Distributor's Mateo Tools purchase account. The terms for pa\Tnent of the annual Systems Maintenance and Support charges will be the same as for the then-current terms for the Distributor's Mateo Tools purchase account.

The Distributor's annual charge for Systems Maintenance and Support will continue to include, in addition to the standard annual charge of S400. an additional annual charge of $400.00 if the Distributor's system hardware and^or software does not comply, to Mateo's satisfaction, with Mateo's PC specifications, including manufacturer, model, configurarion, operating system, virus protection and non-Matco-specified use of third-party softw'are and Intemet sites.

3. TERM AND RENEWAL.

Subject to payment of the license fee set forth in Paragraph 2 and compliance by the Distributor with the other terms of this Agreement, this Agreement will remain in effect for a period of one (1) year from the date that the MDBS Software is shipped by Mateo to the Distributor unless terminated by either party in accordance with the terms of this Agreement. Subject to payment by the Distributor of the annual Systems Maintenance and Support charges and compliance by the Distributor with the other terms of this Agreement, this Agreement will automatically renew and cominue to renew for successive one (1) year periods unless terminated by either party in accordance with the terms of this Agreement.

4. SYSTEM HARDWARE.

The Distributor is required to purchase a new (not previously owned or reftirbished) laptop computer with a full 3-year warrant\' with Dell's CompleteCare Accidental Damage Protecrion described below meering the exact curtent MDBS specifications without exceprion. As of Januar\' 1, 20092011, the MDBS Software is designed to run on a Dell Latitude, model E6500E651Q computer (a "laptop") with a minimum of 2.4GHZ processor, Windows Vista? Professional Operating System, Trend Micro PCcillin Anti-Virus Software, a 3-year extended on-site laptop maintenance, a minimum of 4 gigab>'te of R A M memor\', a 4-60128 GB Dell Mobility Solid State hard drive, a CD-RW/DVD-ROM drive, at least a 56K baud modem, a network port, 802.11b wireless, a deskjet printer, a Mateo specified 40 column receipt printer, a Mateo specified barcode reading and label prinring equipment, and a Mateo specified credit card swipe devicereader. The Distributor will be responsible for acquiring and maintaining access to the Intemet through an Intemet Ser\ace Provider in order to communicate with Mateo. Cable or DSL connecrions are preferted. In addition, the Distributor is required to purchase a cellular communications card and seivdce in order to connect to the intemet while on their route. The MDBS Software documentation contains a list of the minimum equipment and additional recommended equipment. Except as expressly set forth in this Agreement or the MDBS Software documentation, Mateo does not guarantee or wartant the successful execution of the MDBS Sofhvare on every particular brand and/or model of computer. It is the Distributor's responsibility to handle all equipment hardware/warranty issues direcriy with the equipment manufacturer. Mateo is not responsible for hardware reliability or serv ice. The above standards are established solely for the purpose of optimum MDBS software performance. System Hardware requirements are subject to change. Refer to the then-current MDBS Equipment Order Form for the most recent requirements.

The Distributor will be responsible for acquiring and maintaining the computer hardware and manufacturer's operating system software required to execute the MDBS Software. Except for the MDBS Software, the Distributor will have sole and complete responsibility for: (a) acquiring, operating, maintaining and upgrading its own computer hardware and software; (b) the manner in which the Distributor's systems interface with Mateo's systems and those of other third parties; and (c) any and all consequences that may arise if the Distributor's systems are not properly operated, maintained, and upgraded. The Distributor is responsible for acquiring and maintaining an Intemet email account and must prompriy notify Mateo's Customer Service Department of any changes. This account must be established prior to attending the new distributor training class and must be clearly noted on the attached MDBS Information Form.

Matco-Sofiware License AgreemenL PK 5462. ^ 2

The Distributor is further responsible for entering the shop, customer, tax rates and other data needed to mn the MDBS Software.

5. CONDITIONS TO ELIGIBILITY FOR MAINTENANCE AND SUPPORT SERVICES.

In order to be eligible to receive Systems Maintenance and Support ser\'ices from Mateo, the Distributor's copy of the MDBS Software must be unmodified by the Distributor and maintained to the latest update level specified by Mateo, and the Distributor must not be in breach of his duties and responsibilities under this Agreement.

6. MATCO'S M.AINTENANCE AND SUPPORT RESPONSIBILITIES.

Mateo will make on-call support available to the Distributor on office working days during the standard hours of 8:00 a.m. through 4:30 p.m. at Stow, Ohio. Distributor calls for support will be forwarded to the Mateo support staff. An individual from the Mateo support staff will provide a response to the Distributor within a reasonable period of time. A l l notices of errors or malftinctions must be clearly stated by telephone or in writing by the Distributor and must provide details sufficient to diagnose or reproduce such ertors.

If the Distributor notifies Mateo of a suspected error, Mateo will use all reasonable efforts to confirm the existence of and cortect such reproducible error by exercising standard test programs and taking necessar>' corrective actions. If, in analyzing a suspected ertor in the MDBS Software at the Distributor's request, Mateo determines that no ertor exists in the MDBS Software program logic and/or documentarion, and/or if the program malfiincrion is due to the Distributor's alteration of the MDBS Software, and/or if the Distributor is using computer hardware other than specified or approved by Mateo or if the laptop computer is infected with vimses, worms and/or sp>'ware of any nature, Mateo will proceed with further efforts to diagnose and cortect the malfuncrion only if the Distributor agrees to pay Mateo for its rime and efforts at Mateo's then-current rates. The current rate is $50/hour.

Mateo will from time to time review the MDBS Sofuvare for improved functionality and operating efficiency. Mateo will, based on its own judgment, make such improvements and enhancements to the MDBS Software from rime to rime as it deems appropriate. Mateo will provide to the Distributor, on a timely basis, the updated software and documentation necessary to enable the Distributor to reflect such enhancements and improvements in the Distributor's system. Mateo will also provide to the Distributor, as updates under the terms of this Agreement, any program logic and documentarion changes made by Mateo to correct any proven reproducible errors in the MDBS Software w^hich cause the MDBS Software to deviate materially from the specifications for that system.

Any changes to MDBS Software program logic made by Mateo under the terms of this Agreement will be provided to the Distributor on media specified by Mateo. The Distributor will pay the cost of the media, including shipping charges. The charges for media and shipping will be added to the Distributor's Mateo Tools purchase account upon shipment.

To ensure performance and software comparibility, the use of the MDBS computer and software shall be restricted to the Disfributor's Mateo business related ftinctions. For example, the MDBS computer shall not be used to browse the Intemet for personal use, it should not be used for gaming, and other third-party software should not be loaded and executed on the computer.

7. LIMITED WARRANTY.

Mateo hereby warrants the MDBS Software for a period of ninety (90) days from the time of shipment to materially conform to the speeificarions described in the documentation in the shipment. Within the warranty period, if the Distributor finds that the MDBS Software does not materially conform to the specifications, the Distributor will promptly provide Mateo with sufficient documentarion of such nonconformity such that Mateo can reproduce and verify the same. Mateo will, within a reasonable time, upon

Matco/Software License AgreementTK 5462.^ 3 03:'imiiiiiii

its confirmation of the nonconformity, provide the Distributor with either instmctions for correcring the nonconformity or an updated copy of the MDBS Software that is free of the nonconformit>'. In the event that Mateo is unable to accomplish any of the above, it will accept a retum of the nonconforming MDBS Software and ftilly refund to the Distributor the license fee paid. The foregoing will constitute Mateo's sole obligarion, and the Distributor's sole remedy, for breach of warranty. Mateo's warranty is conditioned upon the installarion by the distributor of any and all updates to the MDBS Software provided to the Distributor by Mateo and the Distributor's compliance with the terms of this Agreement.

EXCEPT FOR THE EXPRESS LIMITED WARK^NTY SET FORTH ABOVE, MATCO HEREBY DISCLAIMS AND DISTRIBUTOR HEREBY EXPRESSLY WAIVES, ANY AND ALL OTHER EXPRESS WARRANTIES AND REPRESENTATIONS OF ANY KIND OR NATURE. UPON THE EXPIRATION OF THE EXPRESS LIMITED WARRANTY PERIOD SET FORTH ABOVE, MATCO DISCLAIMS, AND DISTRIBUTOR HEREBY EXPRESSLY WAIVES, ANY AND ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT WILL MATCO BE LIABLE TO DISTRIBUTOR FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR LOST SAVINGS, IN ANY WAY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTR.'\CT OR IN TORT. IN .ADDITION, MATCO'S LIABILITY TO DISTRIBUTOR FOR DIRECT DAMAGE ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL IN NO EVENT EXCEED THE TOT.AL AMOUNT OF LICENSE FEES AND ANTS^UAL SYSTEMS MAINTENANCE AND SUPPORT CHARGES ACTUALLY PAID BY DISTRIBUTOR TO MATCO UNDER THIS AGREEMENT.

8. CONFIDENTIALITY.

The Distributor will not disclose the MDBS Software to any person other that the Distributor's employees who have need to use the MDBS Sofh\'are in connection with the operation of the Distributor's Mateo Tools business. The Distributor wall not alter or remove any ownership, trademark or copyright notices from the MDBS Software or any associated documentation.

9. DEFAULT; TERMINATION.

Either party will have the right to terminate this Agreement upon thirty days' (30) prior written notice. This Agreement will also terminate immediately upon the termination or expiration of the Distributorship Agreement. In addirion, this Agreement and the license granted hereunder may be terminated by Mateo on ten (10) days' written notice if Distributor defaults in the pajTnent or performance of his obhgations under this Agreement.

In the event of termination of the Agreement, the Distributor will immediately cease using the MDBS Software, and wall immediately remm to Mateo all copies of the MDBS Software and documentation in the Distributor's possession or under the Distributor's control. No refund of any fees paid by the Distributor pursuant to this Agreement will be owed by Mateo to the Distributor in the event of the termination of this Agreement.

10. MISCELLANEOUS.

This Agreement will be govemed by, and constmed and enforced in accordance with the laws of Ohio. If any provision will be held invalid or unenforceable, such provision will be severable from the Agreement and will not be constmed to have any effect on the remaining provisions.

Matco/Software License AgreementPK 5462.^6 4

11. ENTIRE AGREEMENT.

This Agreement sets forth the entire understanding of the parties and supersedes any and all prior agreements, arrangements and understandings relating to the subject matter hereof and the terms and conditions set forth herein will prevail notwithstanding any variance from the terms of any written order submitted by the Distributor. No representation or inducement has been made by any party which is not embodied in this Agreement, and no party will be bound by or liable for any alleged representarion or inducement not embodied herein. This Agreement will become effective only upon execurion by the Distributor and approval by Mateo and may be modified or amended only by a w^riting executed by both parties hereto.

FOR STOW, OH OFFICE USE ONLY

DISTRIBUTOR MATCO TOOLS

Date Date Signed Signed

by by S' gnaHtfeRayiie Covault,

Signature

Name - Printed 44t4e Director, Infomiation Technology

Matco/Software License Agreement'PK 5462.^ 5

MDBS INFORMATION FORM

( ) Email Address

(It is very important to print legibly)

( ) Cell Phone Number

( ) Cell Phone Provider

(for text messaging)

( ) Internet Provider (ISP) (provider and mode - Cable, DSL, Dial-up)

( ) Check here to confirm that you have purchased the Mateo Computer Package

RETURN THIS FORM WITH THE MDBS LICENSE AGREEMENT.

Matco- Software License Agreement' PK 5462.5^ 6

APPENDIX D EXHIBIT P

GUARANTEE. INT)EMNIFICATION. AND ACKNOWLEDGMENT

NMTC, Inc. d/'b/a Mateo Tools ("Mateo") and have executed a Distributorship Agreement dated (the "Distributorship Agreement"). As an inducement to Mateo to execute an Assignment, Assumption and Consent Agreement dated

^ (the "Assignment Agreement") for the (i) sale and transfer of the assets of the distributorship by to , Inc., and (ii) assignment by to , Inc. of the Distributorship Agreement, the undersigned, jointly and severally, hereby unconditionally guarantee to Mateo and its successors and assigns that all of Distributor's obligations under the Distributorship Agreement will be punctually paid and performed.

Upon demand by Mateo, the undersigned will immediately make each payment required of Distributor under the Distributorship Agreement, including damages, costs, and expenses owed by Distributor, payments due under any indemnification or claim for reimbursement, and all other duties and obligations that are susceptible to being satisfied by payment. This Guarantee is a guarantee of payment, and not of collection. The undersigned hereby w'aive any right to require Mateo to: (a) proceed against Distributor for any payment required under the Distributorship Agreement; (b) proceed against or exhaust any security from Distributor; or (c) pursue or exhaust any remedy, including any legal or equitable relief, against Distributor. Without affecting the obligations of the undersigned under this Guarantee, Mateo may, without notice to the undersigned, extend, modify, or release any indebtedness or obligation of Distributor, or settle, adjust, or compromise any claims against Distributor. The undersigned waive notice of amendment of the Distributorship Agreement and notice of demand for payment by Distributor, and agree to be bound by any and all such amendments and changes to the Distributorship Agreement.

The undersigned hereby agree to defend, indemnify, and hold Mateo harmless against any and all losses, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees, reasonable costs of investigation, and court costs) resulting from, consisting of, or arising out of or in connection with any failure by Distributor to perform any obligation of Distributor under the Distributorship Agreement, any amendment thereto, or any other agreement executed by Distributor referred to therein.

The undersigned hereby acknowledge and agree to be individually bound by all of the terms of the Distributorship Agreement, including, in particular, those contained in Section 9 and Section 11.8 of the Agreement.

This Guarantee shall terminate upon the termination or expiration of the Distributorship Agreement, except that all obligations and liabilities of the undersigned which arose from events which occurred on or before the effective date of such termination shall remain in full force and effect until satisfied or discharged by the undersigned, and all covenants which by thefr terms continue in force after the expiration or termination of the Distributorship Agreement shall remain in force according to their terms. Upon the death of an individual guarantor, the estate of such guarantor shall be bound by this Guarantee, but only for defaults and obligations hereunder existing at the time of death; and the obligations of the other guarantors will continue in full force and effect.

Mateo Guarantee'PK 5459.1 Page 1 o f 2

The undersigned shall pay Mateo for all costs and expenses (including, but not limited to reasonable attomey fees and court costs) incurred in any action related to or arising out of this Guarantee. Enforcement of this Guarantee shall be governed by the terms and conditions of Section 12 of the Distributorship Agreement. Unless specifically stated otherwise, the terms used in this Guarantee shall have the same meaning as in the Distributorship Agreement, and this Guarantee shall be interpreted and construed in accordance with Section 13.3 of the Distributorship Agreement.

Any and all notices required or permitted under this Guarantee shall be in writing and shall be personally delivered, sent by registered mail, telecopier/facsimile, or sent by other means which afford the sender evidence of delivery or rejected delivery, to the respective parties at the following addresses unless and until a different address has been designated by written notice to the other party:

Notices to Mateo: NMTC, Inc. 6/b/a Mateo Tools 4403 Allen Road Stow, Ohio 44224 Fax. No. (330) 929-4972 Attn: Thomas M. Hill. Treasurer

Notices to Guarantors:

Attn:

Any notice by a method which affords the sender evidence of delivery or rejected delivery shall be deemed to have been given at the date and time of receipt or rejected delivery.

IN WITNESS WHEREOF, each of the undersigned has signed this Guarantee, and it shall be effective as of the date of the Assignment Agreement.

GUARANTORS

Name:. Date:

Name:. Date:

Mateo Guarantee'PK 5459.1 Page 2 o f 2

APPENDIX D EXHIBIT Q

MATCO WEB PAGE AGREEMENT

This Agreement is made as of this day of , 20 , by and between NMTC, Inc. d/b/a Mateo Tools ("Mateo") and (the "Distributor").

BACKGROUND:

A. Mateo is the owner of a website with the address "MatcoTools.com" ("Mateo Website").

B. Distributor desires to obtain a subpage on Mateo's Website.

NOW, THEREFORE, in consideration of the mutual premises set forth herein, the adequacy and sufficiency of which is acknowledged, Mateo and Distributor hereby agree as follows:

1. Definitions.

1.1 Distributorship Agreement - The agreement between Mateo and Distributor which gives Distributor the right to operate a Mateo Tools mobile tool distributorship under Mateo's system.

1.2 Distributor Subpage - A web page that is linked to Mateo's Website, with a direct address ("Subpage Domain Name") which contains information specific to a particular Distributor.

1.3 Intemet - A wide area network connecting thousands of computer networks in industry, education, government, and research.

1.4 Intemet Policy - Mateo's policy regarding all aspects of the Intemet including but not limited to policies regarding the use of Web Pages and Distributor Subpages, as the same may be in effect from time to time, the current form of which is attached hereto (Attachment A).

1.5 Names and Marks - Mateo's names and marks as identified from rime to time in the Distributorship Agreement and in Item 13 of Mateo's franchise offering circular or elsewhere.

1.6 Web Page Policy - Mateo's policy regarding the use of Web Pages and Distributor Subpages, as the same may be in effect from time to time, the current form of which is attached hereto (Attachment A).

Mateo Web Page Agreement/PK 546LI

2. Term.

The term of this Agreement shall commence on the date first entered above and shall continue until one of the following events occur:

(a) The Distributorship Agreement expires and is not renewed;

(b) The Distributorship Agreement is terminated;

(e) The Distributor Subpage is disconrinued or terminated;

(d) The Intemet Policy is withdrawn or cancelled; or

(e) This Agreement is terminated or cancelled by Mateo or Distributor.

3. Development of Distributor Subpage.

3.1 Mateo agrees to create and develop a Distributor Subpage pursuant to the Intemet Policy. Currently, the Distributor Subpage will contain two (2) pages: (a) the first page will be the Distributor "home" page with information regarding the Distributor, and with e-mail capability to communicate with Mateo and with third-party visitors to the Distributor Subpage; and (b) the second page will contain material of the Distributor's choosing, subject to compliance with Mateo's Intemet Policy. Distributor shall provide to Mateo all such information requested by Mateo, in the form and at such times as specified by Mateo, as Mateo deems necessary or desirable to create and, if necessary, update the Distributor Subpage.

3.2 Distributor represents that it owns, or will own, or will have a license to own, all information, data, graphics, or other material that it provides to Mateo ("Content") to use in or include on the Distributor Subpage. Distributor hereby grants to Mateo a license to use all such Content. Mateo reserves the right to use all, some, or none of the Content provided by Distributor.

4. Ownership of Distributor Subpage.

The parties agree that:

4.1 Mateo shall own, operate, and maintain all Matco-related websites and all Distributor Subpages. Upon the termination of the Distributorship Agreement or this Agreement, all related Distributor Subpages will be terminated immediately.

4.2 Mateo shall retain ownership of all domain names, including all Subpage Domain Names, during and after the term of the Distributorship Agreement. The Distributor will cease using its Subpage Domain Name immediately upon the termination of its Distributorship Agreement or this Agreement.

Mateo Web Page Agreement/PK 5461.1

4.3 Mateo shall own all rights in and to any data and other infonnation related to, or that is provided to, or obtained by or on the Distributor Subpage or the Mateo Website, including, without limitation, all clickstream data, customer or visitor data, computer "cookies," or logs of "hits" by visitors.

5. Fees.

5.1 Distributor shall pay, as of or prior to the date of this Agreement, a one time initial web page setup fee of One Hundred Ninety-Five Dollars ($195).

5.2 Distributor shall pay an annual maintenance fee initially upon signing this Agreement and thereafter the first day of the month of the anniversary of the date of this Agreement, and shall pay an annual maintenance fee on the same day each year thereafter. The current annual maintenance is One Hundred Ninety-Five Dollars (SI95). Mateo may change the annual maintenance fee, on thirty (30) days prior written notice to Distributor, but such change shall not be effective until the anniversary date immediately following the notice of such change. Failure by Distributor to pay the aimual maintenance fee, or any other fee due to Mateo when due, shall be cause for termination of this Agreement by Mateo.

6. Obligations and Acknowledgments of Distributor.

6.1 Distributor acknowledges and agrees that changes in Mateo's Intemet Policy may be needed as a result of legal developments, changes in technology, and other reasons, and the Distributor agrees to be bound by Mateo's Intemet Policy as it may be revised by Mateo from time to time.

6.2 Distributor acknowledges and agrees that if Distributor engages in any conduct that is in violation of this Agreement, a breach of the Distributorship Agreement, contrary to the Intemet Policy, or is otherwise illegal or improper, Mateo may suspend or terminate Distributor's access to and use of the Distributor Subpage. Without limiting the foregoing, Distributor shall not engage in any unauthorized conduct, "spamming," "mailbombing," "spoofing," or fraud.

6.3 Distributor agrees to comply with Mateo's privacy statement on the Mateo Website, as it may be amended from time to time. The current privacy statement is posted at rwww.matcotools.eoml.

• 6.4 Distributor shall maintain such hardware, software, Intemet connections, and other technological capabilities to maintain the Distributor Subpage, and to conmiunicate through the e-mail function of the Distributor Subpage with Mateo and any third party, in accordance with standards prescribed by Mateo from time to time.

6.5 Distributor acknowledges and agrees that (a) the data, graphics, marks, and other information on the Mateo Website and the Distributor Subpage are copyrighted and are protected by U.S. and worldwide copyright laws and treaty provisions; (b) Mateo's Names and Marks are owned by Mateo and may be used only with the express prior written consent of Mateo; and (e)

Mateo Web Page Agreement/PK 5461.1

this Agreement does not grant Distributor any express or implied right under any copyrights, trademarks, or other proprietary rights.

6.6 Distributor agrees that any messages, ideas, suggestions, concepts, or other material submitted to Mateo ("Submission") via the Mateo Website or the Distributor Subpage will be considered non-confidenfial and non-proprietary. Mateo may copy, distribute, incorporate, modify, or otherwise use the Submissions for any type of commercial or noncommercial use. Further, Mateo is not responsible, and disclaims liability, for any Submissions or any informarion or data transmitted to or through Distributor's Subpage.

6.7 Distributor agrees to immediately execute, acknowledge, and deliver any instmments that may be necessary to terminate its Distributor Subpage upon terminarion of its Distributorship Agreement with Mateo.

6.8 In the event that the Distributor fails to execute sueh instmments described in paragraph 6.7 above, in addition to any other remedies of Mateo under the Distributorship Agreement, the Distributor hereby irrevocably grants a power of attomey to execute such agreements on its behalf to Mateo.

6.9 Distributor indemnifies and holds Mateo harmless from any claim or demand, including reasonable attomeys fees, made by any third party due to or arising out of Distributor's breach of this Agreement or the documents it incorporates by reference, Distributor's violation of any law or rights of a third party, or any accidental or negligent act or omission involving the use of or transmission of data or information over or through the Distributor Subpage.

6.10 The obligations of paragraphs 6.7, 6.8, and 6.9 above shall survive the termination of cancellation of this Agreement.

7. Operation of Website bv Mateo. Mateo will use best efforts to operate the Mateo Website and the Distributor Subpage in accordance with this Agreement. Mateo makes no representations or warranties that the Mateo Website or the Distributor Subpage will be error-free. Mateo disclaims all liability for damages arising in connection with this Agreement, even if Mateo has been advised of the possibility of such damage. Mateo's liability to Distributor under this Agreement will not exceed the total of all fees payable by Distributor in any year under this Agreement.

8. Termination. This Agreement may be terminated by either party, upon thirty (30) days prior written notice to the other party. Notwithstanding the foregoing thirty (30) day notice provision, Mateo may suspend Distributor's use of or access to the Distributor Subpage as provided for in paragraph 6.2 above.

Mateo Web Page Agreement'PK 5461.1

9. Entire Agreement. This Agreement, together with the Distributorship Agreement and related Intemet Policy, constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and all prior agreements with respect thereto are superseded hereby. No amendment or modification hereof shall be binding unless in writing and duly executed by both parties, or unless such change is made unilaterally by Mateo to the Intemet Policy as permitted herein.

10. Governing Law. Regardless of the place of its physical execution or performance, the provisions of this Agreement shall in all respects be construed according to, and the rights and liabilities of the parties hereto shall in all respects be govemed by, the laws of the state of Ohio.

11. Severability. The provisions of this Agreement shall be severable, and if any provision of this Agreement is held to be invalid or unenforceable, it shall be constmed to have the broadest interpretation which would render it valid and enforceable.

12. Further Assurances. The parties agree to take any and all further aetions as may be reasonable to give effect to the agreements contained herein.

13. Counterparts. This Agreement may be executed in one or more counterpart copies, each of which shall be deemed an original and all of which shall together be deemed to constitute one agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

NMTC. INC. d/Va MATCO TOOLS Distributor Mateo

By: By: Name: Name: Title: Title:_ Date: Date:

Mateo Web Page ,A.greementPK 5461.1

ATTACHMENT A

MATCO TOOLS INTERNET POLICIES

DISTRIBUTOR WEB PAGE POLICIES

Distributor Provided Content

Tool - Pricing

New, current product

New, discontinued product

Used, MATCO product

Used, competitive product

MotorSports - Pricing

Collectibles, excluding toolboxes

Personal Information/Bio/Comments -

Shipping/Delivery Information -

Credit Card vs. Cash Pricing -

Competitive Product Sales -

Goveming Policy

List or current MATCO Promo prices

List less 15% (typical Promo). Contact Distributor directly if priced below 15% discount.

Minimum is List less 40%. Contact Distributor directly if priced below cost.

Any price as determined by Distributor.

Current published List or Promo List. If Distributor wishes to sell over List - contact Distributor directly.

No derogatory or other language that in any way disparages the competition.

No shipping or delivery out of the Distributor's assigned territory or List of Calls.

Discounts for cash are optional, additional charges for credit cards not allowable. (Per regulations in states.)

No advertising for competitive product or non-tool related products or services (i.e., multi-level marketing plans Distributor may be involved in).

Mateo W'eb Page .Agreement PK 5461.1

MATCO TOOLS


APPENDIX E: DISTRIBUTOR DISCLOSURE QUESTIONNAIRE

As you know, NMTC, INC. d/b/a MATCO TOOLS (the "Franchisor") and you are preparing to enter into a Distributorship Agreement for the operation of a Mateo Tools Distributorship (the "Distributorship"). The purpose of this Questionnaire is to determine w hether any statements or promises w ere made to you that the Franchisor has not authorized and that may be untrue, inaccurate or misleading. Please review each of the following questions carefully and provide honest responses to each question.

1. I first met with a Mateo Tools representative to discuss in detail the Distributorship opportunity on , 2 0 _

2. Have you received and personally reviewed the Franchisor's Franchise Disclosure Document (the "Disclosure Document") provided to you?

Yes No

3. Did you sign a receipt for the Disclosure Document indicating the date you received it?

Yes No

4. Do you understand the information contained in the Disclosure Document?

Yes No

5. Have you received and personally reviewed the Distributorship Agreement and each exhibit attached to it?

Yes No

6. Do you understand that the Distributorship Agreement contains a number of provisions that may affect your legal rights, including required arbitrafion, designated locations or states for arbitration and any judicial proceedings, a waiver of a jur>' trial, a waiver of punitive or exemplary damages, limitafions on when claims may be filed, and other waivers and limitations?

Yes No

7. Please insert the date on which you received a copy of the Distributorship Agreement with all material blanks fully completed: , .

8. Do you understand your financial and other obligations under the Distributorship Agreement?

Yes No

9. Have you discussed the economic and business risks of owning and operating the Distributorship with an attomey, accountant or other professional advisor?

Yes No

Mateo FDD./PK ^jt^6»^355?5. H E-1 V ^ m ^ ] l.'t 1

10. Do you understand the economic and business risks associated with operafing the Distributorship?

Yes No

11. Do you understand that the success or failure of the Distributorship will depend in large part upon your skills and abilities, the service you provide to your customers, competition, interest rates, the economy, inflation, labor and supply costs, lease terms and the marketplace?

Yes No

12. Has any employee or other person speaking on behalf of the Franchisor made any statement or promise to you or anyone else regarding the amount of money you may earn in operating the Distributorship that is contrary to, or different from, the informafion contained in the Disclosure Document?

Yes No

13. Has any employee or other person speaking on behalf of the Franchisor made any statement or promise to you or anyone else coneeming the total revenues the Distributorship may generate that is contrary to, or different from, the information contained in the Disclosure Document?

Yes No

14. Has any employee or other person speaking on behalf of the Franchisor made any statement or promise to you or anyone else regarding the costs involved in operating the Distributorship that are contrary to, or different from, the informafion contained in the Disclosure Document.

Yes No

15. Has any employee or other person speaking on behalf of the Franchisor made any statement or promise to you or anyone else concerning the acmal, average or projected profits or eamings or the likelihood of success that you should or might expect to achieve from operating the Distributorship that is contrar>' to, or different from, the information contained in the Disclosure Document?

Yes No

16. Has any employee or other person speaking on behalf of the Franchisor made any statement or promise to you or anyone else, other than those matters addressed in your Distributorship Agreement, concerning advertising, marketing, media support, market penetration, training, support service or assistance relating to the Distributorship that is contrary to, or different from, the informafion contained in the Disclosure Document?

Yes No

Mateo FDD./PK3 l-34**: 251I5Jl E-2 30^^11/11

17. How did you first learn of the Mateo Tools Franchise (i.e., Intemet, newspaper, magazine, Distributor, etc.)?

If you answered "Yes" to any of quesfions 12 through 16, please provide a full explanation of your answer in the following blank Hues. (Attach additional pages, if necessar>', and refer to them below.) If you have answ ered "No" to each of the foregoing questions, please leave the following lines blank.

19. During my negofiafions and evaluations leading up to my decision to buy a Mateo Distributorship, I communicated with the following individuals from Mateo Tools or its affiliates, or independent brokers:

Name Address

1.

2.

3.

4.

[Insert additional names and addresses below if needed]

You understand that your answers are important to us and that we will rely on them. By signing this Questionnaire, you are representing that you have responded truthfully to the above questions.

DISTRIBUTORSHIP APPLICANT/SPOUSE DISTRIBUTORSHIP APPLICANT

Mateo FDD.^K ^?-'^.^35575.n E-3 3/^j4ai j /M

STATE AGENCY EXHIBIT APPENDIX F T P FRANCHISE DISCLOSLRE DOCUMENT

Department of Corporations 320 West Founh Street, Suite 750 Los Angeles, California 90013-2344 (213)576-7500 Toll free: (866) 275-2677

Department of Agriculture and Consumer Services Division of Consumer Services 407 South Calhoun Street Tallahassee, Florida 32399 (850)410-3753

Commissioner of Securities of the State of Hawaii Department of Commerce and Consumer Affairs Business Registration Division Securities Compliance Branch 335 Merchant Street, Room 203 Honolulu, Hawaii 96813 (808) 586-2722

Franchise Bureau 0jlW-eofthe rVtton>ey-Gtif <?fal 500 South Second Street Springfield, Illinois 62706 (217) 782-4465

Franchise Section Indiana Securities Division Secretar>' of State, Room E-111 302 West Washington Street Indianapolis, Indiana 46204 (317) 232-6681

Office of the .Attorney General Consumer Protection Division P.O. Box 2000 Frankfort, Kentucky 40602 (502) 696-5389

Office of the Attomey General Public Protection Division One American Place 301 Main Street, Suite 1250 Baton Rouge, Louisiana 70825 (225) 342-7900

Marv'land Division of Securities Office of the Attomey General 200 St. Paul Place Baltimore, Mar>'land 21202-2020 (410) 576-6360

Department of Attomey General - Consumer Protection Division G. Mennen Williams Building 525 W. Ottawa St. P.O. Box 30212 Lansing, M l 48933 Lansing. MI 48909 (517)373-7117

Minnesota Department of Commerce 85 7* Place East, Suite 500 St. Paul, Minnesota 55101 (612) 296-4026

Nebraska Department of Banking and Finance 1230 "O" Street, Suite 400 Lincoln, Nebraska 68509-5006 (402) 471-3445

Bureau of Investor Protection and Securities New York State Department of Law 120 Broadway, 23rd Floor New York, New York 10271 (212)416-8211

North Dakota Securities Department 600 Boulevard Avenue, State Capitol Fifth Floor, Dept. 414 Bismarck. North Dakota 58505-0510 (701)328-4712

Department of Consumer and Business Serv^ices Division of Finance and Corporate Securities Labor and Industries Building Salem, Oregon 97310 (503)378-4387

Department of Business Regulation Securities Division Bldg. 69, First Floor John O. Pastore Center 1511 Pontiac Avenue Cranston, Rhode Island 02920 (401)462-9527

Department of Commerce and Regulation Division of Securities 445 E. Capitol .Avenue Pierre, South Dakota 57501-2017 (605) 773-4013

Statutory Document Section Secretar\^ of State P.O. Box 12887 Austin, Texas 78711 (512) 475-1769

Mateo FDD./PKa^i^^*fM^35S2^ F-1 3 . / ^ i i a 4 l i n i

State of Utah Division of Consumer Protection P.O. Box 45804 Salt Lake City. Utah 84145-0804 (801)530-6601

Commissioner of Securities 345 West Washington Avenue Fifth Floor Madison, Wisconsin 53703 (608) 261-9555

State Corporation Commission Division of Securities and Retail Franchising 1300 East Main Street, 9th Floor Richmond, Virginia 23219 (804)371-9051

Department of Financial Institutions Securities Division 150 Israel Road, S.W., 3" Floor Tumwater, Washington 98501 (360) 902-8760

Mateo FDD./PK ^^6A^i51ZUJ. F-2

AGENTS FOR SERVaCE OF PROCESS APPENDIX G TO FRANCHISE DISCLOSURE DOCUMENT

We intend to register this Disclosure Document as a "franchise" in some or all of the following states, in accordance with the applicable state law. If and when we pursue franchise registration (or otherwise comply with the franchise investment laws) in these states, we will designate the following state offices or officials as our agents for service of process in those states:

California Commissioner of Corporations Department of Corporations 320 West Fourth Street, Suite 750 Los Angeles, California 90013-2344

Hawaii Commissioner of Securities of the State of Hawaii Department of Commerce and Consumer Affairs Business Registration Division Securities Compliance Branch 335 Merchant Street, Room 203 Honolulu. Hawaii 96813 (808) 586-2722

Illinois Illinois Attomey General 500 South Second Street Springfield, Illinois 62706

Indiana Secretary of State of Indiana 201 State House Indianapolis, Indiana 46204

Louisiana Louisiana Attomey General One American Place 301 Main Street, Suite 1250 Baton Rouge, Louisiana 70825

Maine Securities Administrator Maine Securities Division 121 State House Station Augusta, Maine 04333-0121

Mainland Maryland Securities Commissioner 200 St. Paul Place Bahimore, Mar>'land 21202-2020

Michigan Dept. of Energy, Labor, & Economic Grow th Corporations Division P.O. Box 30054 Lansing, Michigan 48909 7150 Harris Drive Lansing, Michigan 48909

Minnesota Conunissioner of Commerce 85 7'*' Place East, Suite 500 St. Paul, Minnesota 55101

New York Secretary of State of New York 41 State Street Albany, New York 12231

North Dakota North Dakota Securities Commissioner 600 Boulevard Avenue, State Capitol Fifth Floor

Bismarck, North Dakota 58505-0510

Rhode Island Director of Department of Business Regulation Department of Business Regulation Securities Division Bldg. 69, First Floor John O. Pastore Center 1511 Pontiac Avenue Cranston, Rhode Island 02920

South Dakota Director, Securities Division State Capitol Building 445 E. Capitol Avenue Pierre, South Dakota 57501

Virginia Clerk of the State Corporation Commission 1300 East Main Street, 1st Floor Richmond, Virginia 23219 (804) 371-9733

Washington Director of Department of Financial Institutions Securities Division 150 Israel Rd, S.W., 3' Floor Tumwater, Washington 98501

Wisconsin Commissioner of Securities 345 West Washington Avenue, FifUi Floor Madison, Wisconsin 53703

Mateo F D D . / P K ; >.V 575.11 G-1

STATE-SPECIFIC DISCLOSURES AND STATE A G R E E M E N T A M E N D M E N T S

APPENDIX H TO FRANCHISE DISCLOSURE D O C U M E N T

1. Hawaii

2. Illinois

3. Marv'land

4. Michigan

4 i . Minnesota

North Dakota

62. Rhode Island

4^. Washington

Mateo FDD./PK 2j?fi6.62SlZ5Jl 3/2^^^11111

Hawaii Disclosure Addendum

ADDITIONAL RISK FACTORS:

THESE FRANCHISES WILL BE./HAVE BEEN FILED UNDER THE FRANCHISE DIVESTMENT LAW OF THE STATE OF HAWAII. FILING DOES NOT CONSTITUTE APPROVAL, RECOMMENDATION OR ENDORSEMENT BY THE COMMISSIONER OF SECURITIES OF THE STATE OF HAWAII, DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS OR A FINDING BY THE COMMISSIONER OF SECURITIES OF THE STATE OF HAWAII, DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS THAT THE INFORMATION PROVIDED HEREIN IS TRUE, COMPLETE AND NOT MISLEADES^G.

THE FRANCHISE INVESTMENT LAW MAKES IT UNLAWFUL TO OFFER OR SELL ANY FRANCHISE IN THIS STATE W'lTHOUT FIRST PROVIDING TO THE PROSPECTIVE FRANCHISEE, AT LEAST SEVEN DAYS PRIOR TO THE EXECUTION BY THE PROSPECTIVE FRANCHISEE OF ANY BINDING FRANCHISE OR OTHER AGREEMENT, OR AT LEAST SEVEN DAYS PRIOR TO THE PAYMENT OF ANY CONSIDERATION BY THE FRANCHISEE, WHICHEVER OCCURS FIRST, A COPY OF THE FRANCHISE DISCLOSURE DOCUMENT, TOGETHER WITH A COPY OF A L L PROPOSED AGREEMENTS RELATING TO THE SALE OF THE FRANCHISE.

THIS FRANCHISE DISCLOSURE DOCUMENT CONTAINS A SUMMARY ONLY OF CERTAIN MATERIAL PROVISIONS OF THE FRANCHISE AGREEMENT. THE CONTRACT OR AGREEMENT SHOULD BE REFERRED TO FOR A STATEMENT OF A L L RIGHTS, CONDITIONS, RESTRICTIONS AND OBLIGATIONS OF BOTH THE FRANCHISOR AND THE FRANCHISEE.

Registered agent in the state authorized to receive service of process: Commissioner of Securities of the State of Hawaii, Department of Commerce and Consumer Affairs, Business Registration Division, Securities Comphance, 335 Merchant Street, Room 2003, Honolulu, Hawaii 96813.

Item 20 of the Disclosure Document is amended by the addition of the following:

This proposed registration/exemption is or will shortly be on file in California, Florida, Hawaii, Illinois, Indiana, Kentucky, Maryland, Michigan, Nebraska, New York, North Dakota, Rhode Island, South Dakota, Texas, Utah, Virginia, Washington and Wisconsin. No states have refused, by order or otherwise, to register Mateo's offer of these distributorships. No states have revoked or suspended Mateo's right to offer these distributorships. Mateo has not had the proposed registration of these distributorships involuntarily withdrawn in any state.

HI-1 PK 5431.^1

Hawaii Distributorship Agreement Amendment

THIS AMENDMENT to the Distributorship Agreement is entered into this day of , , by and between NMTC, INC., d/b/a Mateo Tools ("Mateo") and

(the "Distributor") to amend and revise certain provisions of the Distributorship Agreement betw een Mateo and the Distributor dated , , (the "Distributorship Agreement") as follow-s:

The Distributor's Mateo® Tools business is to be located in the State of Hawaii. Therefore, Mateo and the Distributor agree as follows:

1. The Distributorship Agreement is hereby amended and revised to provide that the release required pursuant to Article 2.2 or 10.2 of the Distributorship Agreement will not apply to any liability under the Hawaii Franchise Investment Law.

To the extent this Amendment will be deemed to be inconsistent with any terms or conditions of the Distributorship Agreement or the exhibits or attachments thereto, the terms of this Amendment w^U govern. Al l other terms and conditions of the Distributorship Agreement will remain the same.

IN WITNESS WHEREOF, each of the undersigned hereby acknowledges having read this Amendment, understands and consents to be bound by all of its terms, and agrees it will be effective as of the date first above written.


By: By: Name: Name: Title: Title: Date: Date:


By: Name: Title: Date:

HI-2 PK 5431.21

Illinois Disclosure Addendum

Item 17. v and w of the Disclosure Document are amended by the addition of the following:

If the Distributorship will be located in the State of Illinois, then Section 4 of the Illinois Franchise Disclosure Act of 1987 provides that the provisions of the Distributorship Agreement which designate jurisdiction or venue in a forum outside of Illinois are void. Further:

1. The "Summar>'" of Item 17(v), entitled Choice of Forum, is deleted and replaced with the following language;

Arbitration must be in Summit County, Ohio. Subject to your arbitration obligation, no provision relates to choice of forum for litigation.

2. The "Summary" section of Item 17(w), entitled Choice of Law, is deleted and replaced with the following language:

Except to the extent governed by the Federal arbitration Act, the United States Trademark of 1946, or other federal law, the Distributorship Agreement w'ill be governed by and construed in accordance with, the laws of the State of Illinois.

IL-1 PK 5^31.21

Illinois Distributorship Agreement Amendment

THIS AMENDMENT to the Distributorship Agreement is entered into this day of , , by and betw een NMTC, INC., d./b/a Mateo Tools ("Mateo") and

(the "Distributor") to amend and revise certain provisions of the Distributorship Agreement between Mateo and the Distributor dated , , (the "Distributorship Agreement") as foUow s:

The Distributor's Mateo® Tools business is to be located in the State of Illinois. Therefore, Mateo and the Distributor agree as follows:

1. The consent by the Distributor to jurisdiction and venue in Summit County, Ohio contained in Section 12.9 is applicable to arbitration hearings and matters related to or subject to arbitration, but such consent will not apply to cases that are not subject to arbitration.

2. Section 13.3 of the Distributorship Agreement is hereby amended and revised to provide that except to the extent govemed by the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.), or other federal law, the Distributorship Agreement will be govemed by and construed in accordance with the laws of the State of Illinois, and the substantive law of Illinois \vi\\ govern the rights and obligations of and the relationship between the parties.

To the extent this Amendment will be deemed to be inconsistent with any terms or conditions of the Distributorship Agreement or the exhibits or attachments thereto, the terms of this Amendment will govern. All other terms and conditions of the Distributorship Agreement wall remain the same.

IN WITNESS W^HEREOF, each of the undersigned hereby acknowledges having read this Amendment, understands and consents to be bound by all of its terms, and agrees it w'ill be effective as of the date first above written.

DISTRIBUTOR: N^MTC, INC. 6/b/a MATCO TOOLS




IL-2 PK 543I.a-2

Maryland Disclosure Addendum

Item 17, "Renewal^JT^minatioii, Transfer and Dispute Resolution^" shall be amended bvj.lie_addiUoiL_of the folio win tfjanguage:

Tjicj;eiieral releases required for renewal or transfer will not apply \vitIu£SEecLto_anvclaim vou may have whicli arises under the Maryland Franchise Registration and Disclosure Law^__See Appendix .1 for additional information regardinjj the release.

Any claims arising under the Mar\-land Franchise Registration and Disclosure Law must be brought within 3 years after the grant of the franchise.

The Distributor may sue in Mar\'land for claims arising under the Mar\-land Franchise Registration and Disclosure Law.

Jermination upon banki'uptcy may not be enforceable under federal bankruptcy law. 11 U.S.C. Section 101 et seq.

Item 17. "Renewal. Termination. Transfer and Dispute Resolution." shall be amended by the addition of the following lan<j:uage to the summary of Provisions "v" and "w":

. except for claims arising under the Maryland Franchise Registration and Disclosure Law.

Appendix E, "Distributorship Disclosure Questionnaire,'' shall be amended by the addition of the following at the end of the Questionnaire:

The represQitations under tliis Distributorship Disclosui'e Questionnaire are not intended, nor shall they act as a release, estoppel or waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law.

MD-1 PK 5431.3

Maryland Distributorship Agreement .Amendment

THIS AMENDMENT to the Distributorship Agreement is entered into this day of . bv and betw een NMTC. INC.. d/b/a Mateo Tools T'Matco") and

(the "Distributor") to amend and revise certain provisions of_thc Distributorship Agreement Jpetween Mateo and theJDisLributor elated fthe "Distributorship Agreement"") as follow^s:

IheJDiMributor's Mateo® Tools_business is to be located in the State of Mary land. Therefore. Mateo and the Distributor agree as foUow s:

!• The DistrilajtOTship__/u reeme is hereby_juaended and revised tj^Koyidej;]iat_th^r^^^ required pursuant to Section 2.2 or 10.2 of the Distributorship .-Xgreement wMH not apply to any liability under the Maryland Franchise Registration and Disclosure Law^

2. Section 12.3 of the Distributorship Agreement is hereby amended and revised by the addition of the following at the end of the first sentence:

except that anv and all claims arising under the Maryland Franchise Registratjonand Disclosure Law shall be commenced w ithin three (3 l years from the grant of the franchise.

3. Section 12.9 of the Distributorship Agreement is hereby amended and revised bv the addition of the follow ing at the end of tlig_second sentence:

: except court hearings or lawsuits filed in federal or state court with respect to claims arising undeohe Mar\Mand Franchise Registration and Disclosure Law-.

4. Article 14 is hereby amended and revised by the addition of the following new Section l - j ^

14.6 The foregoing acknowledgments are not intended to nor shall thev act as a release, estoppel or waiver of any liability under the Maryland Franchise Registration and Disclosure Lawi,

To the extent this Amendment will be deemed to be inconsistent w-ith anv terms or conditions of the Distributorship .Agreement or the exhibits or attachments thereto, the terms of this Amendment wall gpvem. Al l other terms and conditions of the Distributorship Agreement will remain the same.

ISIGNATURE PAGE FOLLOWS]

MD-2 PK 5431.3

IN W'lTNESS WHEREOF, each of the undersigned hereby acknowledges having read this Amendment. understands and consents to be bound bv all of its tenns. and agrees it will be effective as of the date first above written.

DISTRIBUTOR: NMTC. INC. d/b/a MATCO TOOLS

Bv: Bv: Name: Name: Thle: Title: Date: Date:


Bv: Name: Title: Date:

MD-3 PK 5431.3

Michigan Disclosure Addendum

THE STATE OF MICHIGAN PROHIBITS CERTAIN UNFAIR PROVISIONS THAT ARE SOMETIMES IN FRANCHISE DOCUMENTS. IF ANY OF THE FOLLOWING PROVISIONS ARE IN THESE FRANCHISE DOCUMENTS, THE PROVISIONS ARE VOID AND CANNOT BE ENFORCED AGAINST YOU:

(A) A PROHIBITION ON THE RIGHT OF A FRANCHISEE TO JOIN AN ASSOCIATION OF FRANCHISEES.

(B) A REQUIREMENT THAT A FRANCHISEE ASSENT TO A RELEASE, ASSIGNMENT, NOVATION, WAIVER, OR ESTOPPEL WHICH DEPRIVES A FRANCHISEE OF RIGHTS AND PROTECTIONS PROVIDED IN THIS ACT. THIS SHALL NOT PRECLUDE A FRANCHISEE, AFTER ENTERING INTO A FRANCHISE AGREEMENT, FROM SETTLING ANY AND ALL CLAIMS.

(C) A PROVISION THAT PERMITS A FRANCHISOR TO TERMINATE A FRANCHISE PRIOR TO THE EXPIRATION OF ITS TERM EXCEPT FOR GOOD CAUSE. GOOD CAUSE SHALL INCLUDE THE FAILURE OF THE FRANCHISEE TO COMPLY WITH ANY LAWFUL PROVISIONS OF THE FRANCHISE AGREEMENT AND TO CURE SUCH FAILURE AFTER BEING GIVEN WRITTEN NOTICE THEREOF AND A REASONABLE OPPORTUNITY, WHICH IN NO EVENT NEED BE MORE THAN 3D DAYS, TO CURE SUCH FAILURE.

(D) A PRO\aSION THAT PERMITS A FRANCHISOR TO REFUSE TO RENEW A FRANCHISE WITHOUT FAIRLY COMPENSATING THE FRANCHISEE BY REPURCHASE OR OTHER MEANS FOR THE FAIR MARKET VALUE, AT THE TIME OF EXPIRATION, OF THE FRANCHISEE'S INVENTORY, SUPPLIES, EQUIPMENT, FIXTURES, AND FURNISHINGS. PERSONALIZED MATERIALS WHICH HAVE NO VALUE TO THE FRANCHISOR AND INVENTORY, SUPPLIES, EQUIPMENT, FIXTURES, AND FURNISHINGS NOT REASONABLY REQUIRED IN THE CONDUCT OF THE FRANCHISED BUSINESS ARE NOT SUBJECT TO COMPENSATION. THIS SUBSECTION APPLIES ONLY IF: (i) THE TERM OF THE FRANCHISE IS LESS THAN 5 YEARS; AND (ii) THE FRANCHISEE IS PROHIBITED BY THE FRANCHISE OR OTHER AGREEMENT FROM CONTINUING TO CONDUCT SUBSTANTIALLY THE SAME BUSINESS UNDER ANOTHER TRADEMARK, SER\qCE MARK, TRADE NAME, LOGOTYPE, ADVERTISING, OR OTHER COMMERCIAL SYMBOL IN THE SAME AREA SUBSEQUENT TO THE EXPIRATION OF THE FRANCHISE OR THE FRANCHISEE DOES NOT RECEIVE AT LEAST 6 MONTHS ADVANCE NOTICE OF FRANCHISOR'S INTENT NOT TO RENEW THE FRANCHISE.

(E) A PROVISION THAT PERiMITS THE FRANCHISOR TO REFUSE TO RENEW A FRANCHISE ON TERMS GENERALLY AVAILABLE TO OTHER FRANCHISEES OF THE SAME CLASS OR TYPE UNDER SIMILAR CIRCUMSTANCES. THIS SECTION DOES NOT REQUIRE A RENEWAL PROVISION.

MI-1 PK 5431.21

(F) A PROVISION REQUIRING THAT ARBITRATION OR LITIGATION BE CONDUCTED OUTSIDE THIS STATE. THIS SHALL NOT PRECLUDE THE FRANCHISEE FROM ENTERING INTO AN AGREEMENT, AT THE TIME OF ARBITRATION, TO CONDUCT ARBITRATION AT A LOCATION OUTSIDE THIS STATE.*

(G) A PROVISION WHICH PERAHTS A FRANCHISOR TO REFUSE TO PEILMIT A TRANSFER OF OWNERSHIP OF A FRANCHISE, EXCEPT FOR GOOD CAUSE. THIS SUBDIVISION DOES NOT PREVENT A FRANCHISOR FROM EXERCISING A RIGHT OF FIRST REFUSAL TO PURCHASE THE FRANCHISE. GOOD CAUSE SHALL INCLUDE, BUT IS NOT LIMITED TO:

(i) THE FAILURE OF THE PROPOSED FRANCHISEE TO MEET THE FRANCHISOR'S THEN CURRENT REASONABLE QUALIFICATIONS OR STANDARDS.

(ii) THE FACT THAT THE PROPOSED TRANSFEREE IS A COMPETITOR OF THE FRANCHISOR OR SUBFRANCHISOR.

(iii) THE UNWILLINGNESS OF THE PROPOSED TRANSFEREE TO AGREE IN WRITING TO COMPLY WITH ALL LAWFUL OBLIGATIONS.

(iv) THE FAILURE OF THE FRANCHISEE OR PROPOSED TRANSFEREE TO PAY ANY SUMS OWING TO THE FRANCHISOR OR TO CURE ANY DEFAULT IN THE FRANCHISE AGREEMENT EXISTING AT THE TIME OF THE PROPOSED TRANSFER.

(H) A PROVISION THAT REQUIRES THE FRANCHISEE TO RESELL TO THE FRANCHISOR ITEMS THAT ARE NOT UNIQUELY IDENTIFIED WITH THE FRANCHISOR. THIS SUBDIVISION DOES NOT PROHIBIT A PROVaSION THAT GRANTS TO A FRANCHISOR A RIGHT OF FIRST REFUSAL TO PURCHASE THE ASSETS OF A FRANCHISE ON THE SAME TERMS AND CONDITIONS AS A BONA FIDE THIRD PARTY WILLING AND ABLE TO PURCHASE THOSE ASSETS, NOR DOES THIS SUBDIVISION PROHIBIT A PROVISION THAT GRANTS THE FRANCHISOR THE RIGHT TO ACQUIRE THE ASSETS OF A FRANCHISE FOR THE MARKET OR APPRAISED VALUE OF SUCH ASSETS IF THE FRANCHISEE HAS BREACHED THE LAWFUL PROVISIONS OF THE FRANCHISE AGREEMENT AND HAS FAILED TO CURE THE BREACH IN THE MANNER PROVIDED IN SUBDIVISION (C),

(I) A PROVISION WHICH PERMITS THE FRANCHISOR TO DIRECTLY' OR INDIRECTLY CONVEY, ASSIGN, OR OTHERWISE TRANSFER ITS OBLIGATIONS TO FULFILL CONTRACTUAL OBLIGATIONS TO THE FRANCHISEE UNLESS PROVISION HAS BEEN MADE FOR PROVIDING THE REQUIRED CONTRACTUAL SERVICES.

MI-2 PK 5431.21

THE FACT THAT THERE IS A NOTICE OF THIS OFFERING ON FILE WITH THE ATTORNEY GENERAL DOES NOT CONSTITUTE APPROVAL, RECOMMENDATION, OR ENDORSEMENT BY THE ATTORNEY GENERAL.

IF THE FRANCHISOR'S MOST RECENT FINANCIAL STATEMENTS ARE UNAUDITED AND SHOW A NET WORTH OF LESS THAN $100,000.00, THE FRANCHISOR MUST, AT THE REQUEST OF THE FRANCHISEE, ARRANGE FOR THE ESCROW OF INITIAL INV ESTMENT AND OTHER FUNDS PAID BY THE FRANCHISEE UNTIL THE OBLIGATIONS TO PROVIDE REAL ESTATE, IMPROVEMENTS, EQUIPMENT, INVENTORY, TRAINING, OR OTHER ITEMS INCLUDED IN THE FRANCHISE OFFERING ARE FULFILLED. AT THE OPTION OF THE FRANCHISOR, A SURETY BOND MAY BE PROVIDED IN PLACE OF ESCROW.

THE NAME AND ADDRESS OF THE FRANCHISOR'S AGENT IN THIS STATE AUTHORIZED TO RECEIVE SERVICE OF PROCESS IS: DEPT. OF ENERGY, LABOR, & ECONOMIC GROWTH, CORPORATIONS DIVISION, P.O. BOX 30054, LANSING, MICHIGAN 48909; 7150 HARRIS DRIVE, LANSING, MICHIGAN 48909.

ANY QUESTIONS REGARDIiNG THIS NOTICE SHOULD BE DIRECTED TO:

DEPARTMENT OF THE ATTORNEY GENERAL'S OFFICE CONSUMER PROTECTION DIV ISION

ATTN: FRANCHISE 670 G. MENNEN WILLIAMS BUILDING

LANSING, MICHIGAN 48913 f57n 373-7117

* NOTE: NOTWITHSTANDING PARAGRAPH (F) ABOVE, WE INTEND TO, AND YOU AGREE THAT WE AND YOU WILL, ENFORCE FULLY THE PROVISIONS OF THE ARBITRATION SECTION OF OUR AGREEMENTS. WE BELIEVE THAT PARAGRAPH (F) IS UNCONSTITUTIONAL AND CANNOT PRECLUDE US FROM ENFORCING THE ARBITRATION PROVISIONS.

MI-3 PK 5431. 1

Minnesota Disclosure Addendum

Item 17 of the Disclosure Document is amended by the addition of the following:

With respect to Distributorships govemed by Minnesota law, Mateo will comply with Minnesota Statute 80C.14, Subdivisions 3, 4 and 5 which require, except in certain specified circumstances, that a Distributor be given 90 days notice of termination (with 60 days to cure) and 180 days notice for non-renew'al of the Distributorship.

Minn. Stat. §80C.21 and Minn. Rule 2860.4400J prohibit us from requiring litigation to be conducted outside Minnesota, requiring waiver of a jur>' trial, or requiring you to consent to liquidated damages, termination penalties or judgment notes. In addition, nothing in the Disclosure Document or agreement can abrogate or reduce any of your rights as provided for in Minnesota Statutes, Chapter 80C, or your rights to a jur>' trial, any procedure, fomm, or remedies as may be provided for by the laws of the jurisdiction.

MN-1 PK 5431.21

Minnesota Distributorship Agreement Amendment

THIS AMENDMENT to the Distributorship Agreement is entered into this day of , , by and betw-een XMTC, INC., d/h/a. Mateo Tools ("Maico") and

(the "Distributor") to amend and revise certain provisions of the Distributorship Agreement betw-een Mateo and the Distributor dated , , (the "Distributorship Agreement") as foUow's:

The Distributor's Mateo® Tools business is to be located in the State of Minnesota. Therefore, Mateo and the Distributor agree as follows:

1. Section 13.3 of the Distributorship Agreement is hereby amended and revised as foUow's:

Minn. Stat. § 80C.21 and Minn. Rule 2860.4400J prohibit us from requiring litigation to be conducted outside Minnesota, requiring waiver of a jury trial, or requiring you to consent to liquidated damages, termination penalties or judgment notes. In addition, nothing in the Disclosure Document or agreement can abrogate or reduce any of your rights as provided for in Minnesota Statutes, Chapter 80C, or your rights to a jur>' trial, any procedure, forum, or remedies as may be provided for by the laws of the jurisdiction.

2. The Distributorship Agreement is hereby amended and revised to provide that the release required pursuant to Section 2.2 or 10.2 of the Distributorship Agreement will not apply to any liability under the Minnesota Franchises Law and the Rules and Regulations promulgated thereunder by the Minnesota Commissioner of Commerce.

3. The Distributorship Agreement is hereby amended and revised as foUow s:

With respect to Distributorships govemed by Minnesota law, Mateo will comply with Minnesota Statute 80C.14, Subdivisions 3, 4 and 5 which require, except in certain specified circumstances, that a Distributor be given 90 days notice of termination (with 60 days to cure) and 180 days notice for non-renew-al of the Distributorship.

To the extent this Amendment will be deemed to be inconsistent w-ith any terms or conditions of the Distributorship Agreement or the exhibits or attachments thereto, the terms of this Amendment will govern. All other terms and conditions of the Distributorship Agreement will remain the same.

[SIGNATURE PAGE FOLLOWS]

MN-2 PK 5431.21


DISTRIBUTOR: NMTC, INC. d/h/a MATCO TOOLS




MN-3 PK 5431. 1

North Dakota Disclosure Addendum

In recognition of the requirements of the North Dakota Franchise Investment Law, N.D. Cent. Code, §§ 51-19-01 through 51-19-17, and the policies of the office of the State of North Dakota Securities Commission, the Disclosure Document for NMTC, Inc. d/b/a Mateo Tools shall be amended by the addition of the following language:

1. The North Dakota Securities Commissioner has held the following to be unfair, unjust, or inequitable to North Dakota franchisees (Section 51-19-09, N.D.C.C.):

A. Restrictive Covenants: Franchise Disclosure Documents which disclose the existence of covenants restricting competition contrary to Section 9-08-06, N.D.C.C., without further disclosing that such covenants will be subject to this statute.

B. Situs of Arbitration Proceedings: Franchise agreements providing that the parties must agree to arbitrate disputes at a location that is remote from the site of the franchisee's business.

C. Restriction on Fomm: Requiring North Dakota franchisees to consent to the jurisdiction of courts outside of North Dakota.

D. Liquidated Damages and Termination Penahies: Requiring North Dakota franchisees to consent to liquidated damages or termination penalties.

E. Applicable Laws: Franchise agreements which specify that any claims arising under the North Dakota franchise law will be govemed by the laws of a state other than North Dakota.

F. W aiver of Trial by Jurv': Requiring North Dakota franchisees to consent to the waiver of a trial by jury.

G. Waiver of Exemplary and Punitive Damages: Requiring North Dakota franchisees to consent to a waiver of exemplary and punitive damages.

H. General Release: Requiring North Dakota franchisees to execute a general release of claims as a condition of renewal or transfer of a franchise.

I. Limitation of Claims: Requiring that North Dakota franchisees to consent to a limitation of claims. The statute of limitations under North Dakota law applies.

J. Enforcement of Agreement: Requiring that North Dakota franchisees to oav all costs and expenses incurred bv the franchisor in enforcing the agreement. The prevailing party in anv enforcement action is entitled to recover all costs and expenses including attorney's fees.

2. Each provision of this addendum to the Disclosure Document shall be effective only to the extent, with respect to such provision, that the jurisdictional requirements of the North Dakota Franchise Investment Law, N.D. Cent Code, §§ 51-19-1 through 51-19-17, are met independently without reference to this addendum to the Disclosure Document.

ND-1 PK 543 L ^ i

North Dakota Distributorship Agreement Amendment

THIS AMENDMENT to the Distributorship Agreement is entered into this day of , , by and betw-een NMTC, INC., d/b/a Mateo Tools ("Mateo") and

(the "Distributor") to amend and revise certain provisions of the Distributorship Agreement between Mateo and the Distributor dated . , (the "Distributorship Agreement") as follows:

The Distributor's Mateo® Tools business is to be located in the State of North Dakota. Therefore, Mateo and the Distributor agree as follow^s:

The parties acknowledge and agree that they have been advised that the North Dakota Securities Commissioner has determined the following agreement provisions are unfair, unjust or inequitable to North Dakota franchisees:

A. Restrictive Covenants: Any provision which discloses the existence of covenants restricting competition contrary to Section 9-08-06, N.D.C.C., without further disclosing that such covenants will be subject to this statute.

B. Situs of Arbitration Proceedings: Any provision requiring that the parties must agree to arbitrate disputes at a location that is remote from the site of the franchisee's business.

C. Restriction on Forum: Any provision requiring North Dakota franchisees to consent to the jurisdiction of courts outside of North Dakota.

D. Liquidated Damages and Termination Penalties: Any provision requiring North Dakota franchisees to consent to liquidated damages or termination penalties.

E. Applicable Laws: Any provision which specifies that any claims arising under the North Dakota franchise law will be governed by the laws of a state other than North Dakota.

F. Waiver of Trial by Jury: Any provision requiring North Dakota franchisees to consent to the w aiver of a trial by jury.

G. Waiver of Exemplary and Punitive Damages: Any provision requiring North Dakota franchisees to consent to a waiver of exemplary and punitive damages.

H. General Release: Any provision requiring North Dakota franchisees to execute a general release of claims as a condition of renewal or transfer of a franchise.

I. , Limitation of Claims: Requiring that North Dakota franchisees to consent to a limitation of claims. The statute of limitations under Norih Dakota law applies.

J. Enforcement of Agreement: Requiring that North Dakota franchisees to pav all costs and expenses incurred bv the franchisor in enforcing the agreement. The prevailing party in any enforcement action is entitled to recover all costs and expenses including attorney's fees.

To the extent this Amendment will be deemed to be inconsistent with any terms or conditions of the Distributorship Agreement or the exhibits or attachments thereto, the terms of this Amendment will govern. All other terms and conditions of the Distributorship Agreement will remain the same.

ND-2 PK 543 L ^ l

|:S1GNATURE FOLLOW'Sj






ND-3 PK 5431.:^!

Rhode Island Disclosure Addendum

In recognition of the requirements of the Rhode Island Franchise Investment Act, §§ 19 28.1-1 through 19-28.1-34 the Franchise Disclosure Document for NMTC, Inc. d/'b/a Mateo Tools for use in the State of Rhode Island shall be amended to include the following:

1. Item 17, "Renewal, Termination, Transfer and Dispute Resolution," shall be amended by the addition of the following:

Section 19-28.1-14 of the Rhode Island Franchise Investment Act provides that "A provision in a franchise agreement restricting jurisdiction or venue to a fomm outside this state or requiring the application of the laws of another state is void with respect to a claim otherwise enforceable under this Act."

2. This addendum to the Disclosure Document shall be effective only to the extent, with respect to such provision, that the jurisdictional requirements of the Rhode Island Franchise Investment Act, §§ 19-28.1-1 through 19-28.1-34, are met independently without reference to this addendum to the Disclosure document.

RI-1 PK 5431.: 3

Rhode Island Distributorship Agreement Amendment


(the "Distributor") to amend and revise certain provisions of the Distributorship Agreement between Mateo and the Distributor dated , , (the "Distributorship Agreement") as follows:

The Distributor's Mateo® Tools business is to be located in the State of Rhode Island. Therefore, Mateo and the Distributor agree as follows:

1. Article 12 of the Agreement, under the heading "Dispute Resolution" and Article 13 of the Agreement, under the heading "Miscellaneous," shall be amended by the addition of the following:

Notwithstanding the foregoing. Section 19-28.1-14 of the Rhode Island Franchise Investment Act provides that "A provision in a franchise agreement restricting jurisdiction or venue to a forum outside this state or requiring the application of the laws of another state is void with respect to a claim otherwise enforceable under this Act."

2. This amendment shall be effective only to the extent, with respect to such provision, that the jurisdictional requirements of the Rhode Island Franchise Investment Act, §§ 19-28.1-1 through 19-28.1-34, are met independently w'ithout reference to this amendment.

IN WITNESS WHEREOF, the parties hereto have duly executed and delivered this Rhode Island amendment to the Distributorship Agreement on the same date as the Distributorship Agreement was executed.

DISTRIBUTOR: NMTC, INC. d^/a MATCO TOOLS




RI-2 PK 5431.21

Washington Disclosure Addendum

In recognition of the requirements of the Washington Franchise Investment Protection Act, W ash. Rev. Code §§ 19.100.180, the Franchise Disclosure Document for NMTC, Inc. d/b/a Mateo Tools in connection with the offer and sale of franchises for use in the State of Washington shall be amended to include the following:

1. Item 17, "Renew al, Termination, Transfer and Dispute Resolution," shall be amended by the addition of the following paragraphs at the conclusion of the Item:

The state of Washington has a statute, RCW 19.100.180, which may supersede the franchise agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise. There may also be court decisions which may supersede the franchise agreement in your relationship with the franchisor including the areas of termination and renewal of your franchise.

In any arbitration involving a franchise purchased in Washington, the arbitration site shall be either in the state of Washington, or in a place mutually agreed upon at the time of the arbitration, or as determined by the arbitrator.

In the event of a conflict of law's, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW shall prevail.

A release or waiver of rights executed by a franchisee shall not include rights under the Washington Franchise Investment Protection Act except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel. Provisions such as those which unreasonably restrict or limit the statute of limitations period for claims under the Act, rights or remedies under the Act such as a right to a jur>' trial may not be enforceable.

Transfer fees are collectable to the extent that they reflect the franchisor's reasonable estimated or actual costs in effecting a transfer.

2. Each provision of this addendum to the disclosure document shall be effective only to the extent, with respect to such provision, that the jurisdictional requirements of the Washington Franchise Investment Protection Act, Wash. Rev. Code §§ 19.100.180, are met independently without reference to this addendum to the disclosure document.

W'A-1 PK 5431.^i

Washington Distributorship Agreement Amendment


(the "Distributor") to amend and revise certain provisions of the Distributorship Agreement between Mateo and the Distributor dated , , (the "Distributorship Agreement") as follows:

The Distributor's Mateo® Tools business is to be located in the State of Washington. Therefore, Mateo and the Distributor agree as follows:

1. The State of Washington has a statute, RCW 19.100.180 which may supersede the Distributorship Agreement in your relationship with Mateo including the areas of termination and renew al of your Distributorship. There may also be court decisions which may supersede the Distributorship Agreement in your relationship with Mateo including the areas of termination and renewal of your Distributorship.

2. In any arbitration involving a franchise purchased in Washington, the arbitration site shall be either in the State of Washington, or in a place mutually agreed upon at the time of the arbitration, or as determined by the arbitrator.

3. In the event of a conflict of laws, the provisions of the Washington Franchise Investment Protection Act, Chapter 19.100 RCW shall prevail.

4. A release or waiver of rights executed by a franchisee shall not include rights under the Washington Franchise Investment Protection Act except when executed pursuant to a negotiated settlement after the agreement is in effect and where the parties are represented by independent counsel. Provisions such as those which unreasonably restrict or limit the statute of limitations period for claims under the Act, rights or remedies under the Act such as a right to a jury trial may not be enforceable.

5. Transfer fees are collectable to the extent that they reflect the Mateo's reasonable estimated or actual costs in effecting a transfer.

To the extent this Amendment will be deemed to be inconsistent with any terms or conditions of the Distributorship Agreement or the exhibits or attachments thereto, the terms of this Amendment will govem. All other terms and conditions of the Distributorship Agreement will remain the same.

[SIGNATURE PAGE FOLLOWS]

WA-2 PK 543\.21


DISTRIBUTOR: NMTC, INC. d/Wa MATCO TOOLS




WA-3 PK 5431.^2

MATCO DISTRIBUTOR CONSENT TO ALCOHOL AND DRUG TESTING FORM

APPENDIX I TO FRANCHISE DISCLOSURE DOCUMENT

Mateo FDD./PK 23766.f,355?5.] i 3 /2 i i^ \ U] I

Appendix I NMTC, Inc. d/b/a Mateo Tools

DISTRIBUTOR CONSENT TO ALCOHOL AND DRUG TESTING

Prospective Franchisee/Distributors:

In the event I am offered a distributorship and within in (5) days of notice from Mateo Tools, I hereby voluntarily authorize any doctor, his/her employees or agents, together with any clinic, hospital or laboratory or other medical facility, to perform appropriate tests or examinations on my body fluid or hair samples (for example, urinalysis, blood chemistry, and hair analysis) for drugs and/or alcohol.

I further give my permission to such doctor, his/her employees or agents, clinic, hospital or laboratory or other medical facility, to release the results of these tests to Mateo Tools, the examining physician and the laboratory, as well as each of their officers, agents, and employees. In addition, I hereby release and hold harmless Mateo Tools and all such other persons and entities from any liability based upon the request for, administration of, and use of the results of any physical examination, including substance abuse tests.

I understand that in the event I fail the drug or alcohol test, Mateo Tools will not grant me a franchise.

This authorization, consent and release Is of a continuing nature and shall continue from this date throughout the term of my contract between Mateo Tools.

Distr ibutor Candidate:

Printed Name Signature and Date

Witness:


New/Existing Franchisees/Distributors (during the term of the franehised distributorship):

Upon request by Mateo Tools, I hereby voluntarily authorize any doctor, his/her employees or agents, together with any clinic, hospital or laboratory or other medical facility, to perform appropriate tests or examinations on my body fluid or hair samples (for example, urinalysis, blood chemistry, and hair analysis) for drugs and/or alcohol.

I further give my permission to such doctor, his/her employees or agents, clinic, hospital or laboratory or other medical facility, to release the results of these tests to Mateo Tools, the examining physician and the laboratory, as well as each of their officers, agents, and employees. In addition, I hereby release and hold harmless Mateo Tools and all such other persons and entities from any liability based upon the request for, administration of, and use of the results of any physical examination, including substance abuse tests.

I understand that in the event I fail the drug or alcohol test, Mateo Tools will have the right to terminate my Distributorship.

This authorization, consent and release is of a continuing nature and shall continue from this date throughout the term of my contract between Mateo Tools.

Distr ibutor:


Witness :


PK 15450.1/Matco/Consentto Alcohol and Drug Test

MUTUAL RFLKASE AGREFMFAT

APPENDIX J TO FRANCHISE DISC!.OSC!RE DOCI M K \ T

Mateo FDD./PK 237<i6.(<35575.l I 3.^^11111

APPENDIX J M U T U A L R E L E A S E A G R E E M E N T

The following is our current mutual release language that we expect to include in a release that a distributor and/or transferor may sign as part of a renewal or an approved transfer. We may, in our sole discretion, periodically modify the release.

This Mutual Release Agreement ("Mutual Release") is made and entered into on , 20 by and between NMTC, Inc. d/b/a Mateo Tools, a

Delaware Corporation ("Mateo") with principal place of business at 4403 Allen Road, Stow OH 44224 and

[("Distributor")] [("Transferor")], a (individual, corporation) with principal place of business at

RECITALS

A. Distributor entered into a Distributorship Agreement dated 20 (the "Distributorship Agreement"), which granted

Distributor the right and obligation to establish and operate a Mateo mobile distributorship (the "Distributorship").

B. Distributor wishes [to renew its relationship under the Distributorship Agreement, and to execute a new Distributorship Agreement and Renewal Addendum ("Renewal Distributorship Agreement")] [to transfer or assign his/her rights under the Distributorship Agreement to a new or transferee distributor ("Transfer Transaction").] In connection with the [Renewal Distributorship Agreement] [Transfer Transaction] Mateo and [Distributor] [Transferor] have agreed to execute this Mutual Release, along with such other documents related to the approved [Renewal Distributorship Agreement] [Transfer Transaction].

NOW, THEREFORE, the parties, in consideration of the undertakings and commitments of each party to the other party set forth here in, hereby agree as follows:

1. [Renewal] [Transfer] of Distributorship Agreement. In accordance with the terms of the Distributorship Agreement, Distributor has notified Mateo of its desire to [renew] [transfer] its rights under the Distributorship Agreement and to comply with the terms and conditions regarding [renewal] [transfer] as specified in the Distributorship Agreement.

2. Releases.

a. By Distributor. Distributor hereby releases and forever discharges Mateo, Mateo's corporate affiliates, and each of their respective officers, directors, agents, and employees (collectively, the Mateo Parties") from any and all claims,

PK 36169.2/Ma:co Mutual Release Agreement Page 1

demands, liabilities, and causes of action of whatever kind or nature, vested or contingent, known or unknown, suspected or unsuspected, which Distributor now owns or holds, or has at any time heretofore owned or held, or may at any time own or hold against the Mateo Parties arising prior to and including the date of this Mutual Release which relates in any way to: (a) the Distributorship Agreement, including, but not limited to, the entry into the Distributorship Agreement; (b) the operation by Distributor of the Distributorship pursuant to the Distributorship Agreement; (c) the relationship between Mateo and Distributor; and (d) this Mutual Release (collectively, the "Distributor Released Claims"). Distributor represents and warrants that it acknowledges and agrees that Distributor may in the future learn of facts in addition to or different from those which it now knows or believes to be true with respect to the subject matter of this Section 2.a, but that nonetheless, it is the intention of Distributor to fully, finally, and forever settle and release all of the Distributor Released Claims.

b. By Mateo. Mateo hereby releases and forever discharges Distributor and their respective officers, directors, agents, and employees (collectively, the Distributor Parties") from any and all claims, demands, liabilities, and causes of action of whatever kind or nature, vested or contingent, known or unknown, suspected or unsuspected, which Mateo now owns or holds, or has at any time heretofore owned or held, or may at any time own or hold against the Distributor Parties arising prior to and including the date of this Mutual Release which relates in any way to: (a) the Distributorship Agreement, including, but not limited to, the entry into the Distributorship Agreement; (b) the operation by Distributor of the Distributorship pursuant to the Distributorship Agreement; (c) the relationship between Distributor and Mateo; and (d) this Mutual Release (collectively, the "Mateo Released Claims"). Mateo represents and warrants that it acknowledges and agrees that Mateo may in the future learn of facts in addition to or different from those which it now knows or believes to be true with respect to the subject matter of this Section 2.b, but that nonetheless, it is the intention of Mateo to fully, finally, and forever settle and release all of the Mateo Released Claims.

c. Claims under Section 1542. Distributor and Mateo expressly state that it is their intention in executing this Mutual Release that it shall be effective as a bar to the Distributor Released Claims and Mateo Released Claims as prescribed by Section 1541 of the California Civil Code. Distributor and Mateo warrant that they are familiar with and have been advised by legal counsel concerning the legal effect of Section 1542 of the California Civil Code, and that Distributor and Mateo expressly waive and relinquish all rights and benefits conferred by the provisions of Section 1542 of the California Civil Code, which provides that:

A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.

3. Exception for Certain Monies Owed. The releases in Section 2.a and 2.b above do not apply to any monies which may be owed by Mateo to Distributor or by

PK 36169.2/Matco Mutual Release Agreement Page 2

Distributor to Mateo in the ordinary course of business under the Distributorship Agreement.

4. Acknowledgments. Distributor acknowledges it has received a copy of this Mutual Release sufficiently in advance of executing it to be able to consult with counsel of Distributor's choosing, and Distributor acknowiedges having reviewed and understood this Mutual Release prior to executing it. Further, Distributor acknowledges that it received a copy of Mateo's current form of franchise disclosure document required by the Trade Regulation Rule of the Federal Trade Commission entitled "Disclosure Requirements and Prohibitions Concerning Franchising and Business Opportunity Ventures" at least fourteen (14) calendar days prior to the date the Renewal Distributorship Agreement and this Mutual Release were executed.

5. No prior assignment. The parties represent and warrant that they are the sole owners of all claims and rights released hereunder and that they have not assigned or transferred, or purported to assign or transfer, to any person or entity, any suit, claim, controversy, liability, demand, action, or cause of action released under Sections 2.a and 2.b above.

6. Effect.

a. This Mutual Release shall be binding upon the respective corporate officers and directors of Mateo and Distributor, and upon each party's legal representatives, successors, and assigns, and shall inure to the benefit of the respective parties hereto.

b. This Mutual Release shall be govemed, construed, and interpreted under the laws of Ohio.

e. [For Maryland franchisees, add this paragraph]: Distributor and Mateo agree that all actions arising under this Mutual Release must be commenced in arbitration in accordance with the terms of the Distributorship Agreement. In the event any claims arising under the Mutual Release with respect to the Maryland Franchise Registration and Disclosure Law, Distributor and Mateo agree that all such actions must be commenced in the state or federal court of general jurisdiction in Maryland, and each of the undersigned irrevocably submits to the jurisdiction of those courts and waives any objection he or she might have to either the jurisdiction of or venue in those courts. This Mutual Release shall be interpreted and construed under the laws of the State of Maryland. In the event of any conflict of law, the laws of the State of Maryland shall prevail (without regard to, and without giving effect to, the application of Maryland conflict of law rules).

PK 36I69.2/Matco Mutual Release Agreement Page 3

IN WITNESS WHEREOF, each of the undersigned hereby acknowledges having read this Mutual Release, understands and consents to be bound by all of its terms, and agrees it will be effective as of the date first above written.


By: By:

Name: Name:

TiUe; Tide:

Date: Date:

DISTRIBUTOR'S SPOUSE

By:

Name:

Title: .

Date:

PK 36169.2./Matco Mutual Release Aereement Paec 4

RECEIPT (To Be Retained bv You)

NMTC, INC. d/b/a MATCO TOOLS Franchise Disclosure Document

Issuance Date: March 29, 2010LL^0n

This Disclosure Document summarizes certain provisions of the distributorship agreement and other information in plain language. Read this disclosure document and all agreements carefully.

If Mateo offers you a franchise, it must provide this Disclosure Document to you: (a) 14 calendar days before you sign a binding agreement with, or make a payment to, us or an affiliate in

connection with the proposed franchise sale, or (b) Under Maryland; New Yorkr and Rhode Island law, if applicable, at the earlier of (i) your first personal meeting

to discuss the franchise, or (ii) 10 business days before you sign a binding agreement with, or make payment to us or an affiliate in connection with the proposed franchise sale, or

(c) Michigan and Washington require that we give you this disclosure document at least 10 business days before the execution of any binding franchise or other agreement or the payment of any consideration, whichever occurs first.

If Mateo does not deliver this Disclosure Document on time or if it contains a false or misleading statement or a material omission, a violation of federal and state law may have occurred and should be reported to the Federal Trade Commission, Washington, D.C. 20580 and to the appropriate state agency listed in Appendix F.

The franchisor is NMTC, Inc. d/b/a Mateo Tools, 4403 Allen Road, Stow, Ohio 44224. Its telephone number is (330) 929-4949.

Issuance date: March 29,201011.2011.

The franchise seller is Ernest C. Lauber, Senior Vice President, Sales of NTvITC, Inc. d/b/a Mateo Tools, 4403 Allen Road, Stow, Ohio 44224, (330) 929-4949.

Any additional individual franchise sellers involved in offering the distributorship are:

Mateo authorizes the respective state agencies identified on Appendix G to receive service of process for it in the particular state.

I have received a Disclosure Document March 39. 20K)11, 2011 (and with effective dates of state registration or exemption as listed on the State Effective Dates page) that included the following Exhibits: Appendbt A — Financial Statements, Appendbt B ™ Active Distributors, Appendix C — Terminated Distributors, Appendix D — Distributorship Agreement, Appendbt E — Distributor Disclosure Questionnaire, Appendix F — State Agency Exhibit, Appendbi G — Agents for Service of Process, Appendix H — State-specific Disclosures and State Agreement Amendments, asd-Appendix I Mateo Distributor Consent to Alcohol and Drug Testing Form, and Appendix J - Mutual Release Agreement.

I acknowledge that the information contained in this Franchise Disclosure Document of Mateo is confidential and proprietar\'. I agree that this information will be used only for purposes of evaluating the possible purchase of a Mateo franchise, and will not be disclosed to any person other than my legal and financial advisors.

Signed:

Print Name:

Address:

Cit>':

Zip:

Dated:

Signed:

State:

Telephone:

Print Name:

Address:

City:

Zip:

State:

Telephone:

Dated:

Mateo FDD.'PK 23766,^1^^2^ R-l 3/2^^1101

RECEIPT (To Be Returned to Mateo Tools)

NMTC, INC. d/b/a MATCO TOOLS Franchise Disclosure Document

Issuance Date: March 29 201-0Ll 2_Q_l_l

This Disclosure Document summarizes certain provisions of the distributorship agreement and other information in plain language. Read this disclosure document and all agreements carefully.

If Mateo offers you a franchise, it must provide this Disclosure Document to you: (a) 14 calendar days before you sign a binding agreement with, or make a payment to, us or an affiliate in

connection with the proposed franchise sale, or (b) Under Maryland. New Yorkr and Rhode Island law, if applicable, at the earlier of (i) your first personal meeting

to discuss the franchise, or (ii) 10 business days before you sign a binding agreement with, or make pa>'ment to us or an affiliate in connection with the proposed franchise sale, or

(c) Michigan and Washington require that we give you this disclosure document at least 10 business days before the execution of any binding franchise or other agreement or the payment of any consideration, whichever occurs first.

If Mateo does not deliver this Disclosure Document on time or if it contains a false or misleading statement or a material omission, a violation of federal and state law may have occurred and should be reported to the Federal Trade Commission, Washington, D.C. 20580 and to the appropriate state agency listed in Appendix F.

The franchisor is NMTC, Inc. d/b/a Mateo Tools, 4403 Allen Road, Stow, Ohio 44224. Its telephone number is (330) 929-4949.

Issuance date: March 29, 2010U.J:QX1.

The franchise seller is Ernest C. Lauber, Senior Vice President, Sales of NMTC, Inc. d/b/a Mateo Tools, 4403 Allen Road, Stow, Ohio 44224, (330) 929-4949.

Any additional individual franchise sellers involved in offering the distributorship are:

Mateo authorizes the respective state agencies identified on Appendix G to receive ser\'ice of process for it in the particular state,

I have received a Disclosure Document March 3^.-241011. 2011 (and wdth effective dates of state registration or exemption as listed on the State Effective Dates page) that included the following Exhibits: Appendbc A ~ Financial Statements, Appendbt B Active Distributors, Appendix C — Terminated Distributors, Appendix D — Distributorship Agreement, Appendbt E Distributor Disclosure Questionnaire, Appendix F -= State Agency Exhibit, Appendix G Agents for Serv ice of Process, Appendix H — State-specific Disclosures and State Agreement Amendments, awd-Appendix I Mateo Distributor Consent to Alcohol and Drug Testing Form, and Appendix J - Mutual Release Agreement.

I acknowledge that the information contained in this Franchise Disclosure Document of Mateo is confidential and proprietary. I agree that this information will be used only for purposes of evaluating the possible purchase of a Mateo frmichise, and will not be disclosed to any person other than my legal and fmancial advisors.

Signed: Signed:

Print Name:

Address:

Cit>':

Zip:

Dated:

State:

Telephone:

Print Name:

Address:

City:

Zip:

State:

Telephone:

Dated:

Mateo FDD./PK 2^ R-2

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